Rise of the Serpent Queen
by SeductiveSerpent
Summary: The Lamia were once a great threat to Equestria, hellbent on enslaving all of ponykind and were sealed away 1000 years ago. And when Apple Bloom acquires an artifact holding the spirit of the Lamia Queen. Seeking freedom she starts influencing her from within her prison, the Queen plans to restore her empire through her, by any means necessary...
1. The Vessel

Through the streets of Canterlot, a yellow earth pony with a deep red tail and mane with a matching red bow rushed through the alleyways in hot pursuit of her target.

Apple Bloom was a curious filly, there was no denying it.

Sure, she was on a field trip to Canterlot with her class. Yes, she'd been told to stay with the group as they toured the city...

Needless to say, the moment she saw a certain cyan unicorn with a familiar starry hat and cape rushing towards a nearby alleyway, she _had_ to see what she was up to._ 'Besides…'_ She thought to herself as she galloped after the azure mare, making sure to remain out of sight. _'Ah've been here enough times with AJ yah know mah way back…'_

Darting behind a trash can, she watched as the Unicorn mare looked around, making sure she hadn't been followed. Certain that the cost was clear, she rushed down a nearby alleyway. Apple Bloom mentally counted down from before giving chase herself.

After a few twists and turns here and there, the mare finally arrived at her destination: a small shop hidden at the end of the alleyway.

Apple Bloom arched a brow. _'What would a stage magician want from a shady, run-down place like this?'_ She thought to herself as she rushed behind another trash can. As Trixie threw the door open and stormed inside, the filly rushed towards the door and jumped through the opening just as the bell mounted above it jingled.

* * *

Having successfully snuck in, the earth pony quickly snuck behind a nearby bookshelf to avoid being noticed as the Unicorn stormed towards a stallion wearing a fez, whom she assumed ran the store, with a very sour look on her face.

"Oh, you're back."The stallion smiled, seemingly oblivious to her less than happy glare. "Did you get the results you wanted?"

"Trixie _demands_ a refund!" The Unicorn snapped angrily.

"I guess not…" The stallion replied in a neutral tone. "I'm sorry ma'am, but all purchases are final-"

"Don't give me that!" Trixie interrupted, slamming her hooves onto the table. "You said nothing about that stupid Amulet turning me into some psychopathic monster! I ended up enslaving an _entire town_!"

"It's not my fault that you lacked the foresight to properly protect yourself from the corrupted magic of the Amulet." The stallion scoffed dismissively. "You're the one who knew enough about it's overwhelming power to seek it out in the first place, it's not on me to assume you skipped over the part where _the amulet corrupts the user... _and even then, I _did_ warn you…."

The Unicorn rolled her eyes. "Warn me? All you did was say that it was "far too dangerous" and left it at that the moment I showed you the money! I'd hardly call that a warning!"

Apple Bloom held back a gasp as she peeked out of her hiding place while listening in on them. _'Wait, so this is where Trixie got that weird amulet?'_ She thought to herself, glaring at the stallion that presumably sold her the artifact. _'Ah gotta tell Twilight!'_

As the two continued to argue, she quickly attempted to sneak towards the door… only for a realization to hit her, she had no real evidence to fall back on. _'Even if Ah did manage to get Twilight to investigate the store, that shifty owner could easily hide away any other corrupted items he might be selling and pass this place off as a simple antique shop…'_ She thought to herself as she started sneaking in the opposite direction, making sure she ducked into one of the isles out of his line of sight.

She needed some physical evidence, and it wasn't enough that it just_ looked_ like it might be corrupted, no, she had to find something that was most definitely corrupted by dark magic that would warrant the full investigation of this place. As she continued to search through the aisles, she came across a few interesting objects; a glowing orb on a pedestal, a book with a cover that depicted a six-fingered hand and the number 3 in the center, a staff with a blue crystal attached to the end of it, a griffin skull (she didn't feel comfortable thinking about what THAT was for... or where he got it for that matter), a golden necklace with an emerald in the center….

_'Wait.'_

The filly turned her attention to the necklace sitting on the shelf, it seemed to and hexagon-shaped emerald with two golden serpents wrapped around it.

"It's so... beautiful…" Apple Bloom whispered, slowly approaching the artifact. As she got closer she couldn't help but notice the faint lime green glow surrounding it, while on the inside of the emerald there seemed to be several swirling green clouds... as if it was showing her another location entirely.

she trotted a little closer, staring deeply into the swirling abyss within the emerald. For a moment, she could have sworn she saw something… or someone… watching her from within.

"As I said before, _I demand a refund_!" She heard Trixie scream, snapping her out of her trance.

"And as I said before, all purchases are final, _that means no refunds_!" The stallion fired back, getting more and more aggravated by her persistence. "And even if that wasn't the case, I can't exactly give you money for an artifact you lost!"

Deciding that it was her time to skedaddle, Apple Bloom quickly snatched the necklace off the shelf and shoved it into her saddlebag. It wasn't much, but it was at least some form of evidence. Not wasting a second she quickly behind it, she peeked out from behind and salt the two of them were still arguing. Moving very carefully and slowly, she opened the door just enough as to not ring the bell and quickly slipped outside before making sure it closed just as quietly.

She was tempted to let out a sigh of relief, but decided to hold off having a premature celebration until she was 100% sure she was in the clear. Not looking back she quickly dashed down the alleyway in the opposite direction she'd followed Trixie. Not stopping to rest until she was close to the Canterlot library, which was conveniently the next place her class was supposed to visit around this time.

As she picked up from behind the stairway, she saw her class walking up the stairs. Tiptoeing very silently behind the other students, she quickly slipped into the crowd of foals just as Cheerilee began to call out names.

"Jeez Apple Bloom, where _were_ you?" Scootaloo whispered as the filly reunited with her fellow crusaders. "For a moment we thought you'd gotten lost or something."

"Sorry about that…" She replied with a sheepish grin. "Ah had to... go to the bathroom." She quickly lied, mentally kicking herself for such a lame excuse...

However, within the confines of the necklace in her saddlebag, the consciousness of an ancient entity continued to stir... already making plans for the young filly…..

* * *

Later that night, Applebloom yawned as she entered her room. "G'night everypony!" She called out before closing the door. She could hardly wait to continue her activities with her friends tomorrow. She'd already thought up an abundance of new ways for them to get their cutie marks (Cutie Mark Crusaders Lion Tamers had a nice ring to it).

However as she approached her bed, a green glimmer caught her eye, turning her attention to her school bag rested right next to her desk, she noticed the necklace she'd "borrowed" shimmering faintly. While she felt a little guilty for basically stealing it, she'd convinced herself it was necessary sin._ 'After all, it was in a store filled with tons of other ancient trinkets that could be dangerous in the wrong hooves…'_ She thought to herself as she trotted towards her bags and pulled the necklace out, gazing intently at the emerald jewel in the center. _'All ah gotta do is give it to Zecora or Twilight tomorrow for inspection. Ah'm basically performing a public service... right?'_

She shook her head as doubt began to cloud her mind. If Trixie had gotten the Alicorn Amulet from that place, then it was only natural that anything that came from that store should be put under heavy investigation. However, as she continued to gaze at the necklace, she couldn't help but admire how pretty it was... normally she wasn't usually one to take interest in wearing jewelry, but she felt a strange sort of… "spark" when she looked at the Emerald, almost as if he was as if she was meant to wear it herself.

"...ah guess it wouldn't hurt to wear it once…" She whispered as she put it on, fastening it snugly around her neck. She trotted up to the mirror on her desk and tossed her mane back, admiring herself. "Don't hate me because Ah'm beautiful~" she joked, trying to mimic Rarity's voice before bursting out in a fit of giggles. However the moment she opened her eyes she did a double take, for a second she could have swore and her eyes were slitted…

"Huh, Ah must be more tired than Ah realized…" She mumbled to herself, she made her way towards her bed and reached for her necklace... before deciding to leave it on. "No real harm in wearing jewelry tah bed." She told herself as she turned off the lights and leapt into her bed.

However as she fell asleep, the necklace began to glow as the entity within slowly began to execute her plan...

* * *

Within her dream, Apple Bloom took a few steps back as she looked around, wondering just how she ended up in the jungle. "What in the hay?" She asked as she looked around. "Wasn't Ah just at home?"

_**"Apple Bloom… come to me~"**_

The young foal how to shiver go down her back as she looked around. "W-Who's there?"

For a brief moment she heard the sound of something wrestling in the bushes behind her, and that was the only cue she needed to start running as fast as she could. _'Ah don't know how I got here, but I'm in no mood to find out what's stalking me!'_ She thought as she ran through the jungle in a blind panic, brushing past several branches and almost tripping over roots, yet trying to get as far away from whatever creature was after her as she possibly could.

Finally, after what seemed like hours of running she stopped at a nearby river to catch her breath... and found what appeared to be a stone bridge leading across it. Quickly looking behind herself to make sure she wasn't being followed by... _whatever_ was after her, she quickly hurried across the bridge and soon found herself at the foot of some stone stairs leading up to a temple of some sort.

While she was suspicious as to what attempt was doing in the middle of the jungle, she decided that shelter from whatever was after her was better than nothing at all and quickly climbed up the steps.

As she trotted down the hall, she noticed several carvings that depicted several ponies bowing down to a half-snake, half-pony creature... who seemed to be wearing the very same necklace she took from the shop.

_'This does not bode well…'_ The filly thought as she continued onwards, finding herself in a large rectangular room lit with torches and had two statues of the creature depicted in the carvings, both of them were stationed on the opposite end of the room in between the two statues was a stone carving of a cobra's head, its eyes alit with green flames.

"S-something tell me Ah shouldn't be here…." Apple Bloom gulped as she to the nervous step backwards, only to jump as a voice echoed throughout the chamber.

**_"Oh, to the contrary, little one… I've been waiting for you~"_** A soft yet alluring voice called out to her as the stone cobra's mouth slid open, revealing a dark cave... and two green eyes peering out at her.

The filly stood rooted to her spot out of pure fear as the creature slowly slithered out of the cave. Her upper half was Pony to be certain, her coat being the deep hue of turquoise, her deep green mane was long and almost silk-like, and her slitted eyes where and lime green in color. Apple Bloom's attention however was drawn to her bottom half. Like how the statues and carvings depicted, her hips elongated into a snake's body which stretched far out behind her, covered with shiny deep green scales with a turquoise under belly and a lime green diamond pattern.

**_"Why hello, my little pony."_** The strange creature hissed, showing off her fangs and forked tongue.

"Wha... w-w-what in Equestria _are_ y-you?" Apple Bloom stammered, having finally found her voice.

_**"I… am a Lamia. The Queen of all Lamia to be precissse~"**_ She stated as best of her tail strongly slithered out of the cave, revealing just how immense and long her body was. _**"And you, little filly, are my ssspecial guessst.."**_

While Apple Bloom was still only a filly, she wasn't naive enough to believe the creature was as friendly as shade herself out to be. "W-What do you want?" She asked hesitantly, backed away slowly just in case she suddenly decided to lunge at her.

_**"You don't need to worry, little one… I sssimply wisssh to help you my dear… and all you have to do..."**_ She hissed as she slowly slithered towards her. _**"…isss look into my eyesss, my dear."**_ And she said this, her eyes went from slitted pupils two are blossoming array of colors displayed, quickly getting Apple Bloom's attention as their pulsating patterns began to bring her into a trance.

"Wh-what are you…?" Apple Bloom whispered as she attempted to move her head, only to find that she couldn't bring herself to look away… in fact, for some reason she didn't _want_ to look away….

**_"Yesss, that's a good girl. Don't resissst…"_** The Lamia whispered seductively. As she got closer she began to sway back and forth, enhancing the effects of her hypnotic gaze.

The filly was petrified, yet intrigued by the seductive way this… creature was speaking to her. Her eyes, they were so pretty, the endless glimmers of light creating rippling waves of beautiful colors, one after the other, she couldn't help but wish she could watch those swirling eyes forever….

...and yet a small part of her mind couldn't help but protest that something was wrong.

"Ah-Ah'm not sure…" Apple Bloom stammered as she staggered backwards, but the Lamia wasn't about to make her resistance easy, she subtly slipped her tail between her thighs from behind and slowly grinded her underbelly scales against her pussy. "…ah…. ah don't... uh... ohhh…" She moaned hesitantly as she unconsciously clenched her legs together, not that it did her much good, as the Lamia's tail continued to gently tease her marehood, the foal was so entranced and distracted by the gentle caress of the Lamia's tail that she slowly began to let her mental guard down. _'Would it really be that bad? Just letting this creature help me? She seems so nice…. so beautiful… so…'_

"….NO!" She frantically screamed, pushing the coils off of herself and immediately bolting away from the Lamia…. only to find the entrance to the throne room now blocked by a stone wall. "What the-!? How!?"

_**"Now now, there'sss nothing to be afraid of little one…"**_ She hissed as she slithered closer to the helpless foal, the tip of her tail cupped her chin and forced the filly to look at her once more, drawing her attention into the colorful rings blossoming from her eyes. **_"...like I sssaid, I sssimply want to help you. All you have to do isss sssurrender your mind to me…"_**

Apple Bloom could sense that something was wrong and attempted to turn away, desperately trying in vain to pull her eyes from her alluring gaze… but they were drawn to the Lamia's like a magnet. Her head bobbed along, following hers like a puppet on a string.

With a smile on her face, the Lamia moved closer and held Apple Bloom by her shoulders. _**"That'sss better, jussst let your thoughtsss drift away, let the colorsss dominate your mind…"**_

"N… no… s-sompony… hel-mmmphh…"

Before she could speak another word, the Lamia bent down and kissed her. Apple Bloom immediately melted into her embrace, falling deeper and deeper into her trance as the Lamia's tongue slid into her mouth, casually coiling around her own like the serpent she was.

Apple Bloom couldn't look away as she was entranced by the spirals. Her body nearly going limp, slowly leaning forward as the blissful feeling spread throughout her body, awakening the lust within her innocent mind. In a matter of seconds, her pupils began to shrink as they were completely swallowed up by the spirals, soon followed by the rest of her eyes as she fell under her spell. Her eyelids grew heavy yet she fought to keep them open, her mind now desperate to let more of those beautiful spirals in.

Soon a coil formed around her waist, just tight enough to hold her in place, her prey shivered as her coils started circling her shoulders. What was left of the foals hazy mind slipped away as she began to passionately return her kiss, her mind quickly being filled with nothing but colorful spirals and burning desire to obey, she could barely keep her eyes open, but tried her hardest to let more of the beautiful spirals in...

**_"Yessss you love the feeling of warmth and fuzziness now soaking through your whole body... pulling you down into compliance..."_ **The Lamia whispered that she stroked her mane, her eyes soon began to glow lime green as a similar aura began to surround Apple Bloom's body...

* * *

Back in the waking world, the filly moaned in her sleep as the amulet around her neck continued to glow, its lime-green aura slowly spreading across the Earth Pony's body.

Apple Bloom relaxed her legs as her marehood started winking, her chest rising and falling at a steady pace as she unconsciously moved her right hoof towards the source of the heat between her legs. Her innocent mind could only rely on instinct as she started rubbing her warm mounds with the tip of her hoof, biting her bottom lip as she felt the pleasure spike and her lust became stronger.

The amulet started to glow even brighter, it's aura fully encasing her body in its entirety, the more Apple Bloom rubbed herself, the better it felt, and the less she wanted to stop….

…and the further the magic of the amulet wormed its way into her mind...

* * *

Back within her dream, even under the haze of hypnosis, Apple Bloom could feels the coils encasing her, wrapping around her and encircling her neck. The sensational feeling of her smooth body caused her to instinctively relax her body, her eyes started to flutter as she came close to falling asleep... only for her eyes widen in shock just as the coils sharply tightened around her neck, that final action forced her mind to completely give into the bliss as a loud _*PING*_ went off in her mind and a blissful smile spread across her face.

"Mmmm… yesss mistress…" Apple Bloom moaned out.

_**"Very good little one… now, enter my mouth… enter your destiny…"**_ She commanded as she unhinged her jaw, opening her mouth wide enough to devour the young foal.

Apple Bloom could only sigh contently as the Lamia's mouth closed around her head and then opened very wide and moved down taking her head to the throat, her mind filled with euphoric bliss as she remained entranced even as the Lamia ate her.

As the Lamia slowly inched her way down her body, she could feel her tongue sliding over her head, lathering her face with saliva as she was pushed further into her mouth. Her world turned upside down as the Lamia lifted Applebloom over her head and allowed gravity to assist in the consumption of her meal. Soon her shoulders went down her throat, followed by her arms and torso, then her hind legs which continued to kick despite the Lamia's tail still buried inside her pussy. As the Lamia swallowed down her buttocks, she removed her tail from her body… and immediately replaced it with her tongue.

"Aaahhhhhh!" Apple Bloom half-wailed, half-moaned, as her hips thrust and her back arched, she felt an explosion of pleasure as she climaxed, experiencing the most intense orgasm she had ever felt, her entire body had gone numb and she couldn't summon the strength to struggle anymore… between moans and spasms of pleasure, edging on orgasmic bliss, she could see nothing but colors, and feel nothing but her slimy throat.

The Lamia giggled as her prey went limp in her mouth, she eagerly drank down her cum before finally slurping down her tail, swallowing her whole. _**"Mmmm~, that wasss sssatisssfying…"**_ She sighed contently as she rubbed the bulge traveling down her tail, feeling the weak struggles of her meal. **_"Now, all that remainsss isss for my new vessssel to awaken…"_**

* * *

Back in the walking world, the effects of the amulets power quickly took hold over Apple Bloom's mind. With her body exhausted and her mind barely conscious enough to fight against its influence, the amulets magic had no problem altering her body to suit its new host.

Soon her hind legs slowly began to fuse into one, then they grew longer and longer until it morph into a long serpent tail about three times the length of her normal body….

* * *

Apple Bloom could only moan in pleasure as she slowly slid down her slick gullet, sinking deeper and deeper into the depths of the Lamia's body.

However, instead of the tight, hot, wet confines of her stomach she expected, she found herself in an endless void of green mist. She found herself desperately looking around, confused as to what had become of her… however before she could consider calling out to her mistress, she caught movement within the most…

Soon, the ghostly form of a snake slithered out of the mist towards her. The serpent quickly slithered around her body, it's scales caressing every inch of her before finally stopping at her face. For a moment she thought she was going to be consumed again...

...however it turned out to be the exact opposite, as the serpent immediately forced itself into her mouth and down her throat, she writhed in boundless pleasure as her body was forcefully altered and transformed, the changes her body went through in the waking world now affecting her on a mental level.

As she passed out from the most intense orgasm she could possibly experience, she heard the Lamia Queen's voice one final time...

_**"I am your everything, and you belong to me."**_

* * *

Apple Bloom woke up with a start, breathing heavily and drenched in sweat. "It was… it was just a dream… a _really_ bizarre dream..." She sighed in relief as she glanced out the window, Luna's moon was still in the sky, yet she could see a tinge of orange over the horizon. "Wow, it's almost morning…" She mumbled to herself and she got out of the bed, figuring she could at least get a quick drink… only to fall flat on her face. "OW! What in the-" She groaned as she picked herself up and looked at her hind legs-and froze.

She practically felt a scream _explode_ inside her and she realized the lower half of her body had now been replaced with a long snake tail! Unlike the creature in her dream, her's was a deeper shade of yellow with the red diamond like patterns covering on the top and an underbelly there was a slightly brighter shade of yellow.

"It wasn't a dream! _It wasn't a dream!_" She repeated to herself in terror as she tried her best to move around, only to find it difficult to do so with a giant tail. "Ah gotta get Applejack, Ah gotta-"

**_'That won't be necessary, Apple Bloom…'_** A familiar voice called out to her. Suddenly a green mist-like substance erupted from the necklace she was wearing, shifting into the face of a _very_ familiar Lamia.

"Who… who are you?"

**_'I am your new Queen…'_**

* * *

**Author's Note:**

**This chapter was made possible and seen earlier on _June 2019_ by my generous supporters on patron.**

**Here's hoping you all enjoy this new story! If you wish to see future chapters early or get a story written for you, hit me up on Patron!**


	2. Shifting Scales

"What… in Equestria… are you?" The filly gawked as she stumbled backward in fright, only to trip over her own tail and fall on her back. "Ow! Stupid tail…"

_**'You must remain calm if you wish to move properly.'**_ The Lamia stated as her misty head floated down to her level. _**'It takes some time and practice to get used to this kind of body.'**_

"That doesn't answer my question. Who are you?!" The Earth Pony asked once more as she climbed back onto her bed, struggling to assume a proper sitting position without her lower half getting in the way.

_**'Ah yes, I suppose the proper introductions are in order.'**_ The spirit replied as she circled around the young filly. _**'My name is Nadira; the Serpent Queen.'**_

"Serpent… Queen…?" Apple Bloom repeated in an uncertain tone.

_**'Indeed, I once ruled over an entire race of my kind... until I was overpowered by an invading force... lead by a stuck-up unicorn who saw my kind as a threat and sealed me away in that necklace when I opposed him.' **_She explained to the foal, prompting her to unconsciously place her hoof over the necklace, she'd almost forgotten she was still wearing it by this point. _**'Thanks to you, my spirit has been reawakened. And as a reward, I blessed you with the form of my species, along with the various gifts that come with it.'**_

"Gifts? Y'all call this a gift?" Apple Bloom asked in an annoyed tone, gesturing to her serpent tail. "Look at mah tail! How am Ah supposed to move around like list? Ah can't even walk let alone go to school like this!"

_**'A minor inconvenience.'**_ The Lamia Queen replied, her tone unchanged. _**'One of the many benefits of utilizing my amulet is the ability to shift between forms, all you have to do is the will it, and you will be back to your normal self.'**_

Apple Bloom arched a brow upon hearing this information. _'Is it really that simple? All Ah gotta do is think about being a normal mare and-' _"WOAH!" She yelped as she felt a surge of energy flow through the lower half of her body and a green aura enveloped her entire tail, seconds later it shrunk in size until finally morphing into her normal legs and tail once more. "Ah… Ah'm normal again!" She cheered, happily bouncing about the room on all four legs... only to take a look at her flank and sigh in disappointment. "Of course ah'm still a blank-flank…"

_'She was just turned into a Lamia and _that's _what she's worried about?'_ Nadira thought to herself, perplexed by the child's short attention span... only to smile when she realized she could use this to her advantage. Hovering towards the filly, the spirit gave her a reassuring smile. _**'You shouldn't have to worry about that. After all, you are so much more than just a normal Pony now…'**_

Apple Bloom tilted her head in confusion. "Whaddya mean by that?"

_**'As I said before, being my vessel has granted you the gifts of my race, as well as several physical improvements to your body as well.' **_She explained, hovering around the filly for, inspecting certain parts of her body. _**'For example, change back into your Lamia form.'**_

Apple Bloom was hesitant to simply follow her orders, however a part of her was curious as to what she was implying. Deciding that a bit of experimentation was worth the risk, she focused on becoming a Lamia once more. Once again she felt that familiar rush of energy as she wobbled in place for a moment, trying to keep herself upright despite her lower half now being a giant tail.

Nadira smiled, impressed by how quickly she was getting the hang of it. _**'Very good, you see, upon gaining the abilities of my race, your body will become a lot more mature and attractive.'**_

The foal glanced at her backside, admiring the view. She had to admit, he did seem a little more curvaceous than it used to be._ 'Well… Ah do look pretty gorgeous…'_ She thought to herself as she began to dance to an imaginary rhythm, moving her belly and hips in circles and letting her torso sway to and fro. "Hehehe, this is kinda cool…"

_**'It gets better…'**_ Nadira smirked, satisfied with her progress in convincing this child to give in to her curiosity. _**'For you see, you can also hypnotize other ponies to do your bidding, as well as transform them into Lamia like yourself.'**_

"Transform them?" Apple Bloom repeated as she suddenly stopped dancing. "How can Ah do that?" She asked the spirit.

_**'There are at least two ways to do so…'**_ The Spirit replied. _**'You can either inject them with a special venom that quickly transforms them but leaves their minds intact, or you can use my preferred method, swallowing them whole and transforming them within you…'**_

"Why would Ah wanna do that though?" The filly asked in a slightly unnerved tone as she slowly changed her body back to normal. "Ah mean, Ah kinda like this body, but… Ah, don't wanna go _that _far."

_**'Now now, it's not as unpleasant as you think it is, remember that you dream you had? Remember how good it felt?' **_Nadira asked in a soothing tone, circling around her. _**'That kind of feeling is something you can share with your friends... if you choose to do so…'**_

"...Ah-Ah'm not sure…" Apple Bloom mumbled hesitantly. _'Ah mean, it DID feel good… like, REALLY good. But…'_

"Apple Bloom!" She heard her sister calling out from downstairs, snapping her out of thoughts. "Breakfast is ready!"

The filly and the Spirit looked at each other. "Can we… go over this later?" Apple Bloom asked as she rushed to get her saddlebags. "Ah really can't afford tah be late for school!"

Nadira tilted her head at this, but simply nodded in response. _**'Very well, though I urge you to think about the gift you've been given.'**_ She said in an understanding tone as her spiritual form dived back into the necklace Apple Bloom had it been wearing.

The filly stared at the necklace for a moment, nervous, yet at the same time excited, with these new powers, there was so much she could do… and yet a small part of her couldn't help but wonder if she should simply take it to Twilight…

_'Then again, it's not like Ah'm hurting anyone with it…'_ She thought to herself as she stuffed the necklace into her bag, not noticing a small glow emitting from it. _'Ah'll just hold on to it for a little longer… just until Ah get the hang of this body and these new powers… it'll be like studying.' _She smiled as she mentally justified her decision, quickly rushing out the door and down the stairs...

* * *

Nadira couldn't help but chuckle to herself, lady luck had smiled upon her when this foal had managed to come into contact with her spirit. While she wasn't interested in helping her restore her Empire now, that would soon change.

Throughout most of the day, Nadira remained connected to her subconscious, once in a while sending out a small pulse of magic to slowly nudge her towards her own way of thinking.

It started rather simply, she would give Apple Bloom cravings here and there, making her hungrier than she usually was, then later during the day when she'd start to daydream, she'd find her thoughts plagued by strange visions. Most of them were her dream from last night, however, occasionally she'd find herself watching Nadira herself consume another Pony…

To Apple Bloom, however, the strangest thing was that the ponies seemed to _enjoy it_… some of them even offering themselves up to be consumed...

And on occasion, she could have sworn she'd heard the Queen's voice whispering in the back of her mind, some of it was unintelligible, like a language she hadn't even heard of, but one word was constant throughout it...

_**'Feed…'**_

* * *

"Ok class, that's all for today!" Cheerilee smiled as the children started packing their bags. "Be sure to finish all of your homework, I'll see you all on Monday!"

While the rest of the foals happily rushed out the door, looking forward to an entire weekend of goofing off, Apple Bloom couldn't help but walk silently as she continued to think about what the Queen had offered her... _'Those visions, these cravings Ah've been having…'_ She thought to herself. _'Ah like this power she's giving me... but is it really safe?'_

"Hey, Apple Bloom!" The young Earth Pony was brought out of her thoughts upon hearing Scootaloo's voice. Turning around she saw her fellow Crusader trotting towards her. "Listen, I couldn't find Sweetie Belle, but could you tell her that I might be late to today's Crusader meeting? I promised Aunt Holiday I'd help with some chores around the house."

Apple Bloom nodded in understanding. "No worries Scootaloo, Ah'll tell her. We're mostly just going to be planning things out today anyway…"

Scootaloo smiled, giving her a friendly hug. "Thanks, Apple Bloom! I'll see you later today! She said before rushing down the dirt road towards Ponyville.

_**'Cutie marks?'**_ She heard Nadira ask in her head. _**'You know, I might be able to help you in that regard…'**_

"How?" She asked curiously, occasionally looking around to make sure but none of the other foals were around, the last thing she wanted was everyone thinking she was crazy for talking to herself.

_**'I got my cutie mark right before I took the throne, in fact, Lamia are known to have the most exotic and unique cutie marks out of all of the pony races.'**_ She explained, playing on her curiosity. _**'From potion-making to hypnosis, to alluring dances... I'm sure that if you got your friends to open their minds to the experience of being a Lamia, they could receive cutie marks only Lamias can obtain.' **_

THIS piqued her curiosity, the idea of her and her friends not just getting their cutie marks, but exotic, unique ones that hadn't been seen for _decades_ was a chance to tempting to simply pass up. "Well…"

_**'Think about it, a unique Cutie Mark is better than a standard one, wouldn't you say?'**_ Nadira asked in an almost… eager tone...

"Oh my gosh, you're kidding right?"

"I think she's serious!"

Before she could respond, she heard two familiar voices to her right, glancing over to the playground, she noticed her friend and fellow Crusader Sweetie Belle being confronted by none other than the two bullies; Diamond Tiara and Silver Spoon.

* * *

"You actually _like_ that cheeto-dust-covered gamer dweeb?" Diamond Tiara laughed as she and her comrade circled the young Unicorn. "Talk about having low standards!"

Silver Spoon giggled. "Yeah, I mean I knew you were a blank-flank, but I at least thought you had some semblance of class!"

"Stop it!" Sweetie Belle shouted, tears welling up in her eyes. "You don't know anything about Button Mash! He's kind, sweet, cute and-"

"A huge dork who's only obsessed with when the new GameStation is coming out." Diamond Tiara interrupted with a nasty smirk. "Even if you did tell him how you felt, do you really think he'd care?"

"He's probably just start tapping his JoyBoy and wondering why there isn't cheat code to skip to the end credits!" Silver Spoon started laughing. "Or better yet, he'd try to mute you and see if he could unlock a different Mare for his Dating Sim, one that's prettier and isn't a _blank-flank_!"

"Shut up, shut up, SHUT. UP!" Sweetie Belle finally snapped as a small burst of magic erupted from her horn, pushing the two bullies back before she turned around and ran off towards Sweet Apple Acres.

Apple Bloom narrowed her eyes as she watched her friend rush off. She was about to storm over to the two bullies and give her a piece of her mind, only for Nadira's voice to stop her.

_**'Go to her…'**_

"What? But-"

_**'You can deal with those two at a later time. Right now your friend needs you.'**_ The Spirit stated firmly. Apple Bloom was hesitant at first but quickly realized that confronting her friend was more important than dealing with Diamond Tiara at the moment. Sighing in irritation, she quickly ran off in the direction Sweetie Belle had ran.

Meanwhile, Diamond Tiara rolled her eyes as she dusted herself off. "Sheesh, what a crybaby, is it any wonder why Button Mash won't even look in her direction?"

Before Silver Spoon could reply, the sound of an adult clearing her throat got their attention, prompting them to turn around and find themselves face-to-face with a very, _very_ angry Cheerilee.

"Uh… we can explain-" Silver Spoon began.

"Oh, no need." Their teacher stated, cutting them off. "I heard _every word_."

The two bullies gulped nervously.

* * *

Meanwhile, at Sweet Apple Acres, Apple Bloom rushed towards the one place she knew Sweetie Belle would seek out at a time like this:

The Crusader Clubhouse.

And there she was, sitting behind the trunk of the tree, wiping the tears from her eyes as she sobbed quietly.

"Hey, Sweetie Belle…"

The Unicorn glanced over her shoulder, her eyes red from crying so much. "W-what is it Apple Bloom?" She sniffled.

The Earth Pony winced, she hated seeing her friend like this. "Y… ya shouldn't let what they said get to ya…"

"But it's true!" She cried. "I'm just a silly blank-flank… why would Button Mash even want to _look_ in my direction when there are prettier mares out there?"

"That ain't true!" Apple Bloom stated firmly, grabbing her by the shoulders and turning around. "Yer a sweet, beautiful filly and anypony would be lucky to have you as their marefriend! If they can't see that, then they don't know what they're missing!"

Nadira smirked from within the necklace, since her vessel's heart was beginning to race, this was the perfect chance for her to gain another follower. All she had to do was give her the right push…

Focusing on the magic within Apple Bloom's body, Nadira slowly began to pour it into an unseeable aura that blanketed her entire body. After a few seconds, the aura began to give off a rather distinct scent, not that Sweetie Belle noticed at first.

Sniffling a little and wiping the tears away, Sweetie Belle looked her friend in the eyes with a small smile. "Thanks, Apple Bloom, I needed that… really wish I could be as strong as you sometimes. You never let what those bullies say… bother.. you..." She trailed off as she took a deep breath to calm herself… only to feel herself go a little light-headed as an odd scent dulled her senses for a few seconds. She shook her head and tried to focus on her friend... though the smell still lingered, much to her confusion.

_'What in Equestria is that smell? It feels like it's coming from Apple Bloom... is she wearing perfume? Wait, since when would she ever wear perfume?'_ She thought to herself, finding it harder to focus as the sweet aroma wafted by her nose, beginning to overtake her senses. "But Apple Bloom, I'm a little curious, how do you know a pony would be lucky to have me?"

Apple Bloom blinked for a moment as if trying to think of the best way to respond to such a question. However and she did, Nadira began to fill her head with thoughts and visions of what she had done to her in her dream, with the rolls being different, now Apple Bloom was the one pleasuring her friend while swallowing her… eagerly relishing in hearing her pleasure-filled moans...

"Well…" Apple Bloom began, shaking herself out of her own daze, however by that point, Her mind was dead set on making Sweetie Belle hers. "It's because Ah… Ah kinda have a crush on Ya…."

_**That**_ got Sweetie Belle's full attention, her eyes shot wide open as her cheeks went bright red. "Wait, _what_?" She asked in confusion, thinking she might have misheard her best friend.

_**'This is your chance, Apple Bloom.' **_Nadira suggested as she poured more magic into the spell, secreting more powerful pheromones from her vessel's body, making sure that Sweetie Belle wouldn't be tempted to run away.

"Ah… Ah, have a crush on you Sweetie Belle. Ah, Ah have for a while now..." She explained as she took a step closer.

Sweetie Belle, completely floored and taken by surprise by this revelation, unconsciously took a step back. However just as she did, the scent began to affect her in new ways, her fur started getting tingly, and her body was getting really, really hot. Suddenly her body seemed to react without her consent, stopping in place and keeping her rooted to that very spot, unwilling to move an inch further away from that wonderful scent…

_**'That's it, keep drawing her in…'**_ Nadira whispered seductively. _**'Bring her to our side, make her one of us…'**_

"And Ah've always wanted to be with you… Ah just never had the courage to say anything... until now…" Apple Bloom smiled as she got closer, her body slowly shifting into her Lamia form, making the scent even stronger as a result.

Before she could reply, Sweetie Belle felt a wave of relaxation spread through her, her very mind body as she willingly inhaled the pheromones… driving the Unicorn's body wild with lust… the closer Apple Bloom got, the more powerful the pheromones' effect on her mind became…

_**'She's almost there…'**_ Nadira smiled, licking her lips. _**'Now all you have to do is give her that final push…'**_

By the time Apple Bloom had fully transformed into a Lamia and loomed over her, Sweetie Belle was far too lost to her own lustful thoughts to be bothered by it, the heat between her legs making it even harder to focus on anything.

"And now… we can be together…" She whispered before finally leaning down and giving her a kiss.

The moment their lips connected, the last of Sweetie Belle's willpower drained away, her shoulders slumped as a pleasant feeling of relaxation spread throughout her body. It was like a warm blanket had just been wrapped around her mind, like the entire world around them had completely ceased to exist...

The Unicorn sighed contently as Apple Bloom broke the kiss, her previous worries, and concerns now a distant memory that was immediately forgotten. "You can trust me…" The Lamia whispered soothingly as she maneuvered her tail to form a small bed of coils before she gently pushed Sweetie Belle onto her back. "Let me help you… _relax_…" Apple Bloom whispered seductively as she slowly parted her legs and was greeted by the sight of her friend's glistening wet pussy.

_'Mmm~, I can't hold back any longer! I need to taste her!' _She thought to herself, licking her lips and she eagerly pressed her muzzle against her marehood.

"O… ok… I-OH!" Sweetie Belle gasped as her hips begin to thrust rhythmically, an intense rush of pleasure shot through her as Apple Bloom quickly penetrated her pussy with her long tongue, sending electric jolts of pleasure through her body as she began stimulating her friend and happily savoring the taste as she licked around her inner walls. She felt Sweetie Belle's body shudder in response, her hips moving to take Apple Bloom's tongue deeper into her, squirming and writhing in ecstasy as the Lamia contained her work.

Not wasting any time Apple Bloom extended her tongue as far as she could, earning another moan from her friend as her vaginal muscles squeezed around her tongue, stopping it an inch away from her G-spot. Knowing she was close, she pushed a little further, giving it a gentle flick before extending her fangs and biting into her soft tender flesh.

This final action sent the Unicorn over the edge as her entire body bucked and sparked. "OOOOHHH SWEET CELESTIA!" She hollered as she threw back her head, an orgasm raced through her body and Apple Bloom's mouth was nearly flooded with a wave of sweet nectar from the writhing mare. The Lamia happily drank down as much as she could while the excess cum dripped out from the sides of her mouth, drenching her fur. Upon finally parting her lips from her friend's pussy, she began to caress the outer lips of her friend's vagina, licking up more of her cum.

"Mmm~, that tasted amazing." She giggled, straightening herself up and looking down at her withering friend who wore a blissful look on her face as the lower half of her body began to glow. "And now it's time for the main event…" She smiled as the venom immediately started to transform her body...

Nadira smiled as she watched the process unfold before her, already she could sense the young filly's mind being warped to fit her mindset.

_**'And thus, I gain another follower…'**_

* * *

_**Sometime Later...**_

"This is unbelievable!" Diamond Tiara grumbled as the two of them made their way towards the Crusader's Clubhouse. "I can't believe we have to apologize to her just because she couldn't handle the truth!" She grumbled as they trotted through Sweet Apple Acres, having gotten chewed out by Cheerilee for the way they acted, it wasn't enough that their parents were being told, but now they had to embarrass themselves by apologizing to the very pony they bullied.

"Oh, totally!" Silver Spoon scoffed as she trailed behind her. "I mean, it's not our fault they're still blank-flanks, not to mention the fact that they have a lousy taste in colts anyway."

"Exactly!" Her friend agreed. "Honestly, if you're going to crush on a colt, at the very least go after one who doesn't look like he can't tell the difference between an actual date and a Dating Sim!"

Unfortunately for Silver Spoon, her friend was so wrapped up in her ranting that she failed to notice a loop of coils descending down from the trees above her friend. Then in one quick motion said loop lowered itself around Silver Spoon's neck, tightened before she could even cry for help, and yanked her up into the treetops above with her friend none the wiser.

As she was dragged upwards, the filly struggled as she was brought face to face with none other than Sweetie Belle… who's lower half of her body was now replaced with a massive snake tail!

"Looks like I caught a cute little pet." She giggled, her eyes swiftly becoming an endless tunnel of colors before Silver Spoon could even think of crying out for help.

From behind her, Apple Bloom snickered at how helpless her former bully was before turning her attention to Diamond Tiara down below, who was still ranting to herself and had yet to notice that her friend had been abducted by them…

As soon as she caught sight of the beautiful spirals, Silver Spoon's shoulders drooped as her jaw dropped, her mind slowly sinking into the tunnel of colors that flashed through Sweetie Belle's eyes. Her struggles soon ceased as her captor gently placed her on one of the more stable branches, undoing the loop around her neck and letting her breathe properly. Her tail then started to coil around her torso and between her legs, gently rubbing against her cunt and causing the young foal to let out an orgasmic moan, not loud enough to alert anyone thankfully.

"That's right Silver Spoon, you want this don't you?" Sweetie Bell whispered seductively as she moved closer to her face, letting her get a closer view of her hypnotic eyes. "You just want to rest, to relax, to let me do all the thinking for you…" She cooed, slowly wrapping more of her coils around her body, pinning her hooves to her sides in the process.

Silver Spoon yawned sleepily, the weight and warmth of the coils wrapping around her body was so calming, beckoning her into a deep sleep, and yet her mind desperately wished to keep gazing at the endless colors before her, to the point where she found herself struggling to keep her eyes open as the coils around her grew thicker and coiled higher up her body.

Unlike Apple Bloom, Sweetie Belle didn't have Nadira's precise instructions on how to properly hypnotize her prey. As a result, her inexperience and hastiness in performing the action resulted in Silver Spoon only being _partially_ hypnotized as supposed to being completely under her spell. While the pleasant soothing feelings of blissful slumber were weighing her senses down, in the back of her mind she was still conscious enough to know something was very, _very_ wrong.

As the Lamia's tail circled around her shoulders and began to wrap around her neck, Silver Spoon desperately tried to muster all of her strength to do something-_anything_-to warn her friend of the threat that loomed above her.

"D-D… Diamond! Dia-*MMMPH*!"

Sweetie Belle heard her prey's desperate cry for help and mentally freaked out, in one quick motion she tightened her tail around the filly's neck and quickly shoved the tip into her mouth, cutting off her desperate cry for help.

Sadly, that was all Diamond Tiara needed to hear to snap out of her self-indulgent praise.

"Hm? What is it, Silver… huh?" The filly asked as she turned to address her friend... only to discover that she was all alone in the clearing.

Apple Bloom, who had been hovering just above her, ready to strike, briefly glared at her friend with a look that could easily be interpreted as _"Seriously?!"_.

Sweetie Belle could only shrug and mouth the words "Sorry!" before glancing at her prey, who was now preoccupied sucking on her master's tail like a pacifier. Deciding that now is as good a time as ever Apple Bloom slowly slithered down towards her from behind.

"...S-Silver? Where are you?" Diamond Tiara continued to call out, looking around nervously. "I swear Silver Spoon if you jump out and scare me-"

"Oh, she's far too busy "apologizing" to Sweetie Belle tah do that…" A familiar voice said from behind her. Turning around the filly found herself face-to-face with none other than Apple Bloom. However, before she could open her mouth her entire body froze up as she caught sight of the rest of her… more specifically the massive snake tail that now replaced the lower half of her body.

"APPLE BLOOM!?"

"Sup?" The Lamia smirked as she slithered towards her. "You know, Ah don't really appreciate the way you treated mah friend… and Ah think a bit of punishment is in order…"

Diamond Tiara tried to back away but ended up trapping herself as she backed into a tree, leaving no room for her to run without Apple Bloom intercepting her. "L-Look, let's just talk this out…"

"Correction, _Ah'm _gonna talk, _yer _gonna listen. It's about time yah learned to treat others better... and Ah know the perfect way to teach ya…" Apple Bloom hissed as she slithered closer, her eyes blossoming into an endless array of colorful spirals that compelled the filly to remain locked into their hypnotic gaze, grasping onto her mind and shackling it while forcibly drawing her closer and making her forget her surroundings…

"That's right Diamond Tiara... just lose yourself in mah eyes, yer thoughts don't matter anymore, only the colors matter…" Apple Bloom whispered in a soothing tone as she slithered closer, relishing in the idea of having her former bully under her control.

"I… buh… you…" Diamond Tiara tried to respond, however, the Lamia's hypnotic gaze removed all her feelings of fear, nervousness, and defiance and replaced them with warmth, relaxation, and submissiveness. Diamond Tiara sighed contently as the bright, beautiful colors seemed to seep into her brain, relaxing all her muscles at once.

And giving her an irresistible urge to obey the voice behind these colors…

_'Wait… no-no!'_

It was brief, but a small part of her mind, seemingly minuscule, briefly managed to snap out of whatever trance the colors were lulling her into. At that moment she just barely managed to pull a bit of her consciousness out of the haze of colors that was clouding her senses, desperately trying to warn the rest of her mind that these colors weren't a soothing gift, but rather a trap to shackle her mind.

"N-No…" She choked as she tried to break eye contact, just barely to tilt her head to the left, giving her just the right amount of distance to close her left eye. However, the right one remained open, happily welcoming the spirals and all the mind-numbing bliss they promised as they spawned from her pupil and overlapped her sclera. "S-somepony… h-help…"

"Oh, no no no…" Apple Bloom cooed as tail descended from the trees above and slid over Diamond Tiara's shoulders, holding her head perfectly still. "It's time for yah to listen to yer new mistress, now keep looking at mah eyes…" She commanded as the coil around her neck tightened and pulled her closer to the Lamia, not remotely hindered by Diamond Tiara's weak attempts to squirm out of her grip. Her head brushed up against the filly's, giving her a full view of her eyes, spiraling wildly with brilliant, mesmerizing colors. "...yah know yah want to…" She added softly as she started coiling around her body from the neck downwards, the soft, pleasant feeling of the scales hindering her resistance even further.

Being forced to view such an enticing and beautiful spectacle at point-blank, combined with the verbal command from the very one controlling said spirals was all too much for the poor filly's mind to bear, with one final weak whimper, she found herself slowly opening her left eye again, unable to resist the temptation… and it was at this point where Diamond Tiara realized, as the beautiful spirals overtook her left eye and the coils tightened and squeezed around her helpless, sleepy body… it was over. She'd already lost both the physical and mental struggle, her body was too relaxed and restricted to break free, and her mind was rapidly slipping away… all that was left to do… is give up… and surrender to the blissful… colors...

_*PING*_

And just like that, her mind was filled with endless euphoric bliss as a small smile began to form on her lips. Her entire body went completely rigid as Apple Bloom finished coiling the rest of her body.

"Good girl, ain't it much easier when yah let somepony else do all the thinking far yah?" She chuckled mockingly as she turned her coil cocoon upside-down, eagerly relishing in the power she now held over her former bully.

"MmmHmm…" Diamond Tiara could only nod dumbly with a blissful smile, the foal was completely at her beck and call, unable to form a rational thought without her mistress' command.

"That's what Ah thought." Apple Bloom snickered before pulling herself and her new slave back up into the trees where Sweetie Belle was waiting.

* * *

"So… what do we do with these two? Sweetie Belle asked as the two Lamia slithered into the clubhouse with two hypnotized fillies following them inside, their eyes engulfed in spirals with blissful smiles on their faces, completely oblivious to their surroundings. "I mean, hypnotizing them was fun and all, but something tells me and this isn't going to last forever…"

_**'If I may make a suggestion…'**_ Nadira whispered into Apple Bloom's mind. _**'I'm sure these two would make lovely servants, or comrades should you desire to turn them into Lamia like yourselves...'**_

"Not a bad idea…" Apple Bloom pondered to herself.

"What's that, Apple Bloom?" Sweetie Belle asked, briefly taking her attention away from trying to do tricks with her tail.

"Oh! Well, uh, y'see… remember how Ah used my venom to turn yah into a Lamia like me?" She began. "Well, we can also swallow ponies whole to do that... or if yah want, we can also turn them into our sla-er-servants." She explained, correcting herself at the last part just to make sure she didn't scare Sweetie Belle with the idea.

"So wait, what you're saying is they would be like this... permanently?" Sweetie Belle asks as she turned her attention to the two Earth Ponies simply standing in the middle of the room, still entranced and blissfully smiling without a care in the world. "...they'd be under our _complete control_?"

"Well… yeah?" Apple Bloom answered, somewhat nervous that she had given her friend second thoughts on the whole ordeal...

"...I say we eat them and make 'em serve _us_!" Sweetie Belle said with a devious gleam in her eyes much to Apple Bloom's surprise, even making the Nadira herself wonder if she should have chosen the Unicorn as her vessel instead. "They're always acting high-and-mighty, pretending that they're better than us, it's about time they got a taste of their own medicine!"

"Well then, what are we waiting for?" Apple Bloom said with a predatory grin as she licked her lips. "Let's eat!" She smiled as she used her coils to form a loop around Diamond Tiara's midsection, carefully pulling her up into a sitting position before unhinging her jaw. Sweetie Belle happily followed suit, the two Lamias preparing to feast on their former bullies.

Blissfully hypnotized, Diamond Tiara couldn't even bring herself to move or even react as she witnessed Apple Bloom unhinged her jaw before lunging forward and engulfing her entire head. She could only smile dumbly as Apple Bloom carefully wrapped her long tongue around her neck, loosening her coils she pulled her deeper and further into her gullet, eagerly stuffing her down her throat.

Meanwhile, Sweetie Belle had swallowed Silver Spoon down past her shoulders, the filly's hooves hung limply as the Lamia continued to savor the taste. Once her top half was swallowed up, Sweetie Belle lifted her head upwards and tilted her head back, letting gravity do more of the work for her as her prey slowly sank down into her maw.

As the Crusaders both relished the taste, they continued to gulp down their respective prey deeper and deeper, and with one final gulp, the two swallowed up Diamond Tiara and Silver Spoon's hindquarters, legs, and tail, completing the process.

When the two Earth Ponies were swallowed completely, they felt the ultimate joy surge through their bodies. This bliss seemed to transcend physical orgasm, filling their very souls. The darkness of the Lamia's stomachs were soon filled with light, and they saw that they'd been transported to a realm a swirling green clouds

Unlike Apple Bloom, the two foals witnessed the physical manifestation of Nadira herself appear before them, glaring down at the two with piercing green eyes.

_**'You two shall be the first of many…'**_ She smiled as she slowly slithered around their bodies. It would take some time to rewrite their minds to make them serve her new host, but it would be worth every second if she was brought just let the closer to restoring her Empire...

* * *

"Mmmm…." Apple Bloom sighed contently as she rubbed the Bulge in her tail, already feeling the process take place. "Ah gotta say, Ah'm not opposed to trying that again…"

"Same here…" Sweetie Belle giggled as she casually lounged about, occasionally laughing at the bulge containing Silver Spoon. "Think we'll get our cutie marks if we keep trying this?"

"...hm?" Apple Bloom blinked, having been distracted by the feeling of her former bully being slowly transformed into her willing slave. She quickly shook her head and turned to face Sweetie Belle. "Not really sure about that... not that Ah'd be opposed to it if we ended up making this our natural talents... that being said, who do yah want to go after next once these two are done?"

"Well…" Sweetie Belle thought to herself. "Maybe we could snatch up-"

"WHAT THE BUCK!?"

The two were immediately snapped out of their euphoric bliss and turned to see their fellow Crusader Scootaloo standing in the open doorway, her jaw hanging wide open.

"Aw, horseapples…" Apple Bloom groaned.

* * *

**Author's Note:**

**This chapter was made possible and seen earlier on _October 2019_ by my generous supporters on patron.**

**If you wish to see future chapters early or get a story written for you, hit me up on patron!**


	3. Hidden Desires

Scootaloo stood there with her eyes wide, mouth agape, and her hooves firmly rooted to the spot as she took in the scenario before her. Both of her friends were lounging about in a pile of snake coils… both of which were _attached to their very bodies,_ complete with two _very_ noticeable bulges in their coils.

"H-how did… what did you… why are you...?" She stammered, trying to find the right words to express herself, yet came up short each time.

Unknown to the Pegasus, Nadira had already started enhancing the aura that wafted off their bodies, and just like before, said aura began to give off an alluring scent. _**'Stall her.'**_ She quickly whispered into the minds of the two Lamia. _**'I just need a little time to make her more… willing to listen to reason…'**_

As Apple Bloom and Sweetie Belle mentally agreed with the spirit, Scootaloo herself felt a wave of relaxation spread through her mind. A small part of herself feeling as though her fears were unwarranted, it was Apple Bloom and Sweetie Belle after all, despite their... altered appearances, they were still her friends, they wouldn't do anything to hurt her… right?

"What… happened to you two?" She finally brought herself to ask.

"Now Scootaloo…" Apple Bloom began as she quickly picked herself up. "Ah know ya might be a little freaked out right now…"

"That's an… _understatement_…" The young Pegasus replied, taking a hesitant step back the moment Apple Bloom moved. Her mind was in a conflicting mix of nervousness and curiosity as she gazed at their serpentine forms… which she was finding herself more drawn to as her fear seemed to fade away...

"But you don't have to be." Sweetie Belle stated in a more enthusiastic tone, draping a hoof over Apple Bloom's shoulder. "We've been given a wonderful gift. A gift we'd _love _to share with you…"

"... you two were just _given _these forms? As a gift?" The young Pegasus blinked in confusion… her expression becoming skeptical as she registered the last part of her sentence. "Wait… w-what do you mean "share with me"?"

"Well, you see… Apple Bloom gifted me with this power… and it feels _amazing_…" Sweetie Belle continued, having her some of her coils dance through the air, showing off her serpentine body. "As Lamia, we can make anypony just like us… and naturally the next pony we'd want to embrace this power… is _you_."

"You… you'd… share it… with me?" Scootaloo asked, taking slow, hesitant steps toward the two Lamia before her. Just as with Sweetie Belle before her, the Pegasus was finding it hard to focus as she unknowingly breathed in their sweet aroma, the very presence of two Lamia instead of one amplifying the effects on Scootaloo's mind, easily draining away her willpower… as well as stirring up a familiar, yet not unwelcome feeling in her loins...

_**'Yesss… that's it, she's very close to succumbing… I can feel it…'**_ Nadira smirked as the foal was drawn in, her aura carefully planting seeds of submission within the depths of her mind. Seeing this as their chance, the two Lamia slithered closer to the helpless filly, swaying their hips seductively.

"Of course, yer our friend after all…" Apple Bloom whispered reassuringly, giving her an enticing smile as she gently caressed her cheek.

As Sweetie Belle slithered behind her, however, she caught a whiff of a familiar scent. Carefully glancing at the Pegasus' marehood, she immediately realized that it was already glistening and wet. "Why Scootaloo," She began, feigning surprise. "You seem to be _dripping _with anticipation back there!" She announced, purposely raising her voice to tease her a little.

Scootaloo's face flushed deep red as she briefly snapped out of her trance, yelping in embarrassment and covering her loins as she turned around, having her friend an annoyed glare. "N-No I'm not!" She shouted defensively.

"Wait, what?" Apple Bloom blinked in confusion, somewhat annoyed that her friend had interrupted their attempt to seduce her, but was more surprised by the knowledge that she was _already_ aroused. _'Wow, that was fast…'_

_**'It shouldn't be…'**_ Nadira stated, just as confused as her. While their aura had indeed been able to relax the foal's mind, to find out that she was _already_ aroused was a surprising turn of events that even caught her off guard. _**'I hadn't even started secreting the pheromones yet…'**_

"Scootaloo… could it be that you're enjoying this more than you're letting on?" Sweetie Belle teased, resulting in the Pegasus' cheeks getting redder.

"It-it's not like that!" Scootaloo protested, taking a few steps back her friend slithered closer. "I don't, I mean-, I'm not…"

"Scootaloo…" She heard Apple Bloom's voice whisper from behind her, but before she could turn around she felt a pair of hooves wrap around her, hugging her from behind, allowing more of her aura to engulf her. "Be honest with us… we're your friends…"

"...and we just wanna make you feel good." Sweetie Belle smiled, batting her eyes alluringly as she came closer, their muzzles just inches apart. "Now tell us what you're hiding…"

Scootaloo was frozen in place, feeling both nervous and excited at the same time. The entirety of this experience was beyond mind-blowing, any other pony would be nervous, unsure, maybe even downright terrified by the situation they found themselves in...

...but for Scootaloo, looking at the two of them right now… all she could feel was… _temptation_…

"W-well… I… I..." Scootaloo stammered, flustered from being in such close proximity to the lovely Lamias, their seductive aura forcing her to let go of her inhibitions, working her mind into a more relaxed state of well-being. "I… I-I…" She bit her lip before finally belting it out. "_I have a fetish for Snakes!_"

Everyone went dead silent upon hearing that.

"The way they move, their soft, comfy coils…" Scootaloo continued, her voice quivering. "...and seeing you both like this… I just… can't help myself…"

_**'Wow, you ponies are just gift-wrapping yourselves for me at this point.' **_Nadira smirked, mentally thanking whatever deity was smiling upon her this day before whispering into their minds. _**'This foal has good taste, let's make her feel welcome amongst our kind, shall we?'**_

Before Scootaloo could register what was happening, Sweetie Belle's tail quickly yet gently wrapped around her waist, hoisting her off the ground. "Don't be afraid, Scoots. Relax..." Apple Bloom stated in a soothing tone as her own coils joined Sweetie Belle's in slowly wrapping around Scootaloo's waist, pinning her wings down, the smooth feeling of their scales forcing her to subconsciously relax her body. "This is what yah want, ain't it?"

"You just wanna feel good, don't you? To experience sweet, blissful pleasure..." Sweetie Belle added, licking her lips as two of them circled their eager friend. "...to be able to embrace your cravings, to satisfy your lust without any restraint?" She whispered as she approached the young Pegasus from the right while Apple Bloom came from the left, the two of them kissing her cheeks while trapping her between their bodies, sending shivers down her spine.

"Y-yes…" She admitted between heavy breaths. "I do…"

"Well, we can help you with that..." Sweetie Belle began, the two Lamia happily giving their friend another affectionate kiss on the cheeks as their tails continued to coil around her, pinning her hooves to her sides. "...we can make you just like us…"

"...if yer willing, that is." Apple Bloom finished as their ever-thickening coils wrapped around Scootaloo's neck, pressing up against her chin and squishing her cheeks slightly.

"Don't resist… give in…" They both chanted soothingly, the pupils of their eyes quickly shrinking into endless pools of colorful rings emerging from the center one by one. Unlike their previous prey, Scootaloo happily welcomed the allure of the beautiful, exotic rings, not bothering to resist as any doubts and worries within her mind were gently washed away by the waves of captivating spirals pouring in from their eyes. The Pegasus sighed contently as the pupils of her own eyes began to shrink before reflecting those very identical spirals, slowly at first but growing faster by the second, shrinking her pupils down bit by bit, ring by ring… soon keeping her eyes open began to feel like a chore as they wore her senses down, yet she persisted in gazing into the pools of endless colors, letting herself fall deeper and deeper under their hypnotic spell, not wanting to miss a single moment of this irresistibly pleasurable experience.

"Let your thoughts go…" Sweetie Belle cooed as she pressed her forehead against Scootaloo's, her thick, forked tongue snaking its way out her mouth to lick her cheek before pushing its way into her mouth, pulling her into a passionate kiss. Scootaloo returned the kiss with enthusiasm, the Pegasus moaning as the Lamia's tongue curled dominantly around Lamia's own, probing and exploring every inch of her mouth.

As their makeout session continued, Apple Bloom slithered behind the young Pegasus, the hypnotic rings fading from her own eyes as she got a nice view of her unguarded rear, the sight of winking pussy making her greedily lick her lips. Deciding now was the proper time, Apple Bloom extended her fangs and sank them into her left buttcheek, earning a muffled cry of delight from the filly. Wasting no time she then buried her face directly into Scootaloo's cunt, causing her to part the kiss with a pleasure-filled moan, a strand of saliva being all that connected them.

"Mmm~, you liked that huh?" Sweetie Belle giggled.

"Y-yesss…" She moaned out as the venom swiftly spread throughout her body. Scootaloo's mind was on the verge of breaking, her thoughts filled with nothing more than feelings of relaxation and security as the two Lamia ensnared her mind further. Deeper and deeper her mind fell, practically begging to submit, begging to be released from the burden of any care or thought.

"Well yer gonna love what comes next…" Apple Bloom giggled, teasing her clit with her tongue.

"Ooohh-mmph!" The filly began to moan, only to be cut off as her lips reunited with Sweetie Belle's. The Lamia then broke the kiss as she and Apple Bloom lifted her into the air, loosening their cocoon of coils ever-so-slightly and allowing her to rest her head snuggly on the coils while her legs dangled out from the bottom, displaying her dripping wet pussy to the two.

Exchanging a knowing look, the two Lamia immediately went to work. Sweetie Belle, eager to get a taste herself. She slowly extended her tongue, sliding it into Scootaloo's pussy, caressing and stimulating her vaginal walls as she rested the Pegasus' legs on her own shoulders for support. Apple Bloom casually pushed the Pegasus' tail out of the way, extended her own tongue and gently pushed it right up her anus.

"Ah-gahaa~ ooohhh, Swuh-Sweetie… Bla-Bloom…" The young Pegasus shuddered as she bucked her hips, the sensation of her pussy and ass being teased by the Lamia's talented tongues becoming too much to handle for her young mind. As the venom continued to spread, the effects of the hypnosis were enhanced tenfold despite her no longer maintaining eye contact with the two. This, combined with the feeling of both Apple Bloom and Sweetie Belle eating her out from both ends finally took its toll on Scootaloo as a loud _*PING*_ echoed throughout her mind, eliminating what little consciousness she had left as her mind was swallowed up into an eternal, colorful abyss. A blissful smile spread across her lips as she perked up, fully entranced to follow their every whim, and loving every second of it.

Scootaloo's legs started to feel like jelly as they slipped off of Sweetie Belle's shoulders, both of them surrounded by a green aura her the venom started altering her body. Her legs slowly began to extend, scales replacing fur as they started to fuse into a long, serpentine tail like her friends. As the transformation process continued, her tail elongated itself, instinctively wrapping itself around the two Lamia eating her out, pulling them both closer and pressing their muzzles deeper into her ass and pussy. Both of them remained unhindered by their friend's transformation however, they only focused on pleasuring her in all the right ways and filling her mind with blissful ecstasy.

Soon the transformation reached its final stage, the hypnotic spirals fading from Scootaloo's eyes, which were spotted like a snake's, her mind had been warped and corrupted to serve Nadira's whims. "Yes… yes… harder… DEEPER!" Scootaloo, now fully aware of what was going on moaned out in pleasure as she reached her peak, her eyes rolling back to the point where only the whites were visible and her quails tightened around her friends as she had a mind-shattering orgasm from the sensual and sexual pleasure of being deeply penetrated from both ends.

Juices from her soaking wet pussy exploded onto Sweetie Belle's face, the Lamia trying to swallow as much of her delicious love-nectar as she possibly could. Apple Bloom slowly pulled her tongue out of Scootaloo's ass, loosening her coils and allowing their newly transformed friend to slide down into their hooves, her own coils loosening from around them.

"Welcome to a new world of pleasure, Scoots." Apple Bloom smiled as they carefully laid her down on one of their bean bags. Scootaloo panted in exhaustion with a dazed look on her face, too tired and lost in the afterglow of the most intense orgasm of her life to even respond.

_**'You two have done very well…'**_ Nadira said as her misty head appeared between the two. _**'She will make a fine addition to our rising empire…'**_

"Whad'ya mean by that?" Apple Bloom asked in a curious tone, Sweetie Belle remaining silent as she licked Scootaloo's cum off her face with her elongated tongue.

_**'It's rather simple my dear. I told you before that I was a Queen before I was sealed away.'**_ She explained as she floated around them. _**'Well, now that I've awakened I believe it's time that I restored my empire, and this town is the perfect place to start.'**_ She stated, hovering right above Scootaloo's sleeping form. _**'And with the three of you as my devoted followers, I will be able to achieve that goal, and regain the power that I had lost long ago.'**_

The two fillies remained silent for a moment… before giving her a respectful now, their eyes becoming slitted like hers, signifying their complete obedience to their new Queen. By now their minds had been completely corrupted and warped due to the extensive amount of time they had spent as Lamia under her watch, the magic flowing through their bodies having a greater effect on their young minds. While their personalities had changed very little, their loyalty and devotion were now to her.

"If that's what you desire your majesty, then we shall see it through to the end." Sweetie Belle smiled, licking her lips at the thought of "converting" more ponies.

"Ugh…wh-what happened?" Scootaloo blinked as she slowly woke up… and noticing her new snake tail. "Woah! Wait, that… that wasn't a dream?"

"Ah doubt yer most intense wet dream could measure up tah what we did!" Apple Bloom giggled as she hugged her newly transformed friend.

Scootaloo happily returned the hug...only to turn her attention back to the two bulges in her friend's coils. "Um, did… did you two _eat _somepony?"

"Oh yeah! Diamond Tiara and Silver Spoon." Sweetie Belle said, glancing at the bulge in her tail. "No worries, they should be coming out soon."

Scootaloo arched a brow at this. "Coming out? How? What do you spit them up or something?"

Sweetie Belle opened her mouth to respond, only to suddenly draw a blank. She glanced over to Apple Bloom, hoping she had a response, only for her to shrug as well. "Come to think of it, Nadira never did go into detail..."

"Nadira?" Scootaloo repeated in confusion, only to notice the misty floating head hovering above the two. "Uh… hi?"

_**'Greetings, young one.'**_ She smiled before turning her attention to the two bulges. _**'It took me a little longer to alter their mind properly, however they should be ready to come out... as for **_**how** _**they come out… well, you might want to brace yourselves…'**_

"What do you mea-oooaaaahhh!" Sweetie Belle suddenly moaned alongside Apple Bloom as the bulge within their tails started moving upwards, with their bodies twitching and thrashing about in response. Their breaths became heavier as they felt a pleasurable pressure began to build up inside them, it was a challenge for the two Lamia not to pass out from the rush alone as the tingling in her clits set them off once more as the bulge got closer to their waists.

Scootaloo could only gawk, watching the two arch their backs as their pussy lips began to expand while the bulges were pushed further upwards, both of them moaning in a constant mix of pain and pleasure while trying their best to stand.

"Wha-what's going on!?" Scootaloo asked the spirit.

_**'The two foals they consumed have had their minds fully converted and altered to serve under all who share my power.'**_ The Spirit explained, not taking her eyes off the two. _**'As was done back in my time, the two ponies shall now be expelled from their bodies… but the exit shall differ from the entrance…'**_

Before Scootaloo could ask what she meant by that, only to turn her attention back to her friends as she witnessed both of their pussies gaping open as wide as possible, almost resembling a huge maw. A torrent of fluid began to spurt out of their marehoods as the two Earth Ponies, their bodies engulfed in a bright green glow, were forced out of their new mistresses, stretching their pussies even wider in the process as they moaned continuously.

Finally, as the two Earth Ponies were fully pushed out they both took in a deep, desperate breath of air before flopping out onto the floor, the two Lamia's pussies reverting back to their normal sizes surprisingly fast as they both collapsed, their moans becoming slowed breathing laid on their backs.

"That… was both the weirdest and hottest thing I have ever seen," Scootaloo whispered.

_**'And thus, the ritual is complete.'**_ Nadira stated with a proud smile as their snake tails began to glow, slowly shrinking until their bodies were back to normal. _**'Not bad for a first-timer…'**_

"D-Don't… ya tha-think… y-y-you coulda... ge-given us… a... a warning that... this would… happen?" Apple Bloom asked between tired gasps, Sweetie Belle having already passed out after the process was complete.

_**'It was only a matter of time before you had to utilize that power, I considered this a learning experience...'**_ The Spirit smirked. _**'Besides, you can't tell me you didn't enjoy it…'**_

The Earth Pony simply sighed, nodding in agreement as she joined Sweetie Belle in blissful unconsciousness. As they rested however, Diamond Tiara and Silver Spoon slowly awoke, their eyes now having a green tint to them.

As the two Earth Ponies picked themselves up, they instinctively shook off the fluids covering them and looked around, taking in their surroundings. However, the moment they saw Scootaloo in her new form, they both smiled and happily bowed before her.

"Greetings, Mistress Scootaloo." Diamond spoke respectfully, catching her off-guard. "How may we serve you?" The two asked in unison.

The Pegasus-turned-Lamia blinked a few times, wondering if she had just heard of her long-time bully correctly. "I'm sorry… _what?_"

_**'They are pledging their loyalty to you.'**_ The Spirit explained.

"But, didn't Apple Bloom and Sweetie Belle… _swallow_ them?" Scootaloo asked, still puzzled by the entire ordeal. "Why are they bowing to me?"

_**'Because you hold the same power that they do.'**_ Nadira smiled, her misty form circling around the two. _**'And since my power flows through your body, they will see you as their Mistress as well.'**_

"Soooo… they'll do absolutely _anything_ I tell them?" Scootaloo asked as she turned her attention to the two Earth Ponies with a devious smile. "Oh, I know _just _what to do with you two…"

* * *

Sweetie Belle was the first to wake up, rubbing her eyes as she stretched her legs… and then stumbled a little upon realizing she no longer had a snake tail. "What the-where's my tail?"

"It vanished after you passed out." She heard Scootaloo explain, turning to the source of the voice she saw Scootaloo laying on her belly with both Diamond Tiara and silver spoon massaging her back and tail respectively. "Oooh yeah… that's it… right between the wings…"

"Yes, Mistress." Diamond Tiara replied in an obedient tone.

"Well, somepony is enjoying herself…" The Unicorn heard Apple Bloom chuckle as she picked herself up.

"After I helped make this place more presentable, mind you." Scootaloo replied, gesturing to the now-clean room. "After you two dozed off, I had them clean the place up."

_**'And now that you two are awake, it's about time we discussed the means of spreading my gift to the residents of this village…'**_ Nadira stated, floating towards the two.

"Well, I'm not opposed to doing that, but we're going to have to be a little careful. We don't want anyone discovering our powers too soon." Sweetie Belle explained before turning her attention to the two Earth Ponies. "Speaking of which... Diamond Tiara, Silver Spoon!"

"Yes, Mistress Belle?" The two quickly responded in Unison as they stopped massaging Scootaloo, much to her dismay.

"The two of you will only express your undying loyalty to us _in private_." She commanded. "In public, you'll act as you regularly did before we… changed you both. Do I make myself clear?"

"But of course mistress." They replied with a respectful bow before going back to massaging Scootaloo.

_**'Good thinking…'**_ The Spirit smiled.

"We're going to need to deal with our siblings at some point as well." Apple Bloom interjected, getting everyone's attention. "I'd rather not have them snooping about when they realize something's up."

"Good idea." Scootaloo agreed as she got up and stretched her limbs. "We do _not_ need them coming after us with the Elements of Harmony…"

_**'Elements…? What elements are you talking about?'**_ Nadira asked.

"Magical artifacts. Can banish evil. Our sisters can utilize them." Apple Bloom bluntly explained. "And ah for one ain't getting my new powers ripped away before we can even get our cutie marks!"

"Wait, can Lamia even _get_ cutie marks?" Scootaloo asked as she slowly morphed back to her normal form.

_**'...she's STILL focused on that?'**_ Nadira thought to herself in disbelief.

"Oh yeah! Nadira told me about how Lamia can get beauty marks that are more exotic than a normal pony's!" The Earth Pony explained to her fellow Crusaders. "From potion-making to hypnosis, to alluring dances… can y'all imagine how amazing that would be?"

"That sounds AWESOME!" Scootaloo shouted enthusiastically.

_**'Well then, I do believe that securing and converting the wielders of these Elements should be our first priority.'**_ Nadira chimed in, trying to get things back on topic.

"Well, that shouldn't be too much of a problem…" Sweetie Belle stated, getting her full attention. "Apple Bloom and I live with our sisters, and Rainbow Dash trusts Scootaloo enough to let her get close. We just need to make sure Twilight doesn't wise up to our plans. She is an expert in Magic after all…"

"We should save her for the last," Apple Bloom interjected. "It'll be easier for us if we get the rest of her friends on our side first before going after her…"

_**'Then it's decided.'**_ Nadira smirked, loving the initiative these three were taking. _**'Your sisters will be our first targets, and after them the remaining wielders of these Elements. And then...'**_

"Then yer well on her way tah getting yer empire back." Apple Bloom finished, licking her lips with her forked tongue and showing off her slitted eyes. "Yer Majesty…"

* * *

**Author's Note:**

This chapter was made possible and seen earlier on _March 3rd 2020_ by my generous supporters on Patron.

If you wish to see future chapters early or get a story written for you, hit me up on Patron!


	4. Sisterly Bonding

"A camping trip?" Applejack asked in a skeptical tone as she loaded a crate full of Apple Cider onto a wagon.

"Yeah! We've been hearin' rumors about this special creature called a "Mimic" that's been living in the mountains lately." Apple Bloom happily explained as she skipped around her big sister. "Think about what a huge discovery it would be, we could even get our cutie marks in discovering rare animals!"

"...and all three of yah wanna go on this little trip?" Applejack asked with a skeptical tone.

"Well if yer worried about havin' tah look after all of us… we can even invite Rarity and Rainbow Dash too!" She added, doing her best to hide her sly smirk as she saw her sister's ears perk up at the mention of her "secret" marefriend.

"Hmm… well, we don't have any major deliveries this weekend… Ah don't see why not."

"Thanks sis!" Apple Bloom smiled, giving her an affectionate hug before trotting back to her clubhouse to relay the good news to her fellow Crusaders, her thoughts drifting back to their earlier discussion...

* * *

**'So then...'**_ Nadira began as she floated before the trio. _**'Which one of your sisters will be the first to be turned?'**

_"Mah sis, of course." Apple Bloom stated, proudly puffing out her chest. "The orchard is full of areas where we can properly ambush her."_

_"No way, we should deal with Rainbow Dash first!" Scootaloo chimed in. "With her speed and skills, it'd be easier to capture the other two and turn them!"_

_Apple Bloom rolled her eyes. "That's the exact reason we _shouldn't_ go after her first!" She fired back. "Think about it, suppose she manages to break free and get away? Suddenly our cover is blown!"_

_"Just putting it out there…" Sweetie Belle interrupted, getting between the two of them. "...but I don't think going after _either_ of them in Ponyville would be a good idea, we've been lucky so far, but all it takes is one slip-up and suddenly Twilight is calling in the Royal Guard."_

**'The Unicorn is correct.'**_ The Spirit nodded. _**'While the three of you have been blessed with my power, should you attempt to hypnotize the adults, they'll resist your spell and make things a lot harder for us.'**

_"Wait, why?" Apple Bloom asked in a curious tone. "We were able tah hypnotize Diamond Tiara and Silver Spoon…"_

**'That's because they were at a younger, more vulnerable age. The adults' well-developed minds will make it easier for them to resist the effects of our gaze." **_Nadira began to explain. _**'The only way to guarantee that they'll completely fall under your spell immediately would be to either have another adult Lamia do the job… or have all three of you hypnotize one at the same time.'**

_"...fair point." Scootaloo sighed… then she blinked. "Wait, then how are we supposed to turn them? They're way too big to swallow!"_

**'The same way Apple Bloom turned you and Sweetie Belle...'**_ Nadira stated as she floated before the trio. _**'You use your venom, in the dead of night. While your young bodies adapted to the venom and transformed immediately, it will take at least seven hours for an adult to fully transform.'**

_Sweetie Belle and Scootaloo shared an uncertain look while Apple Bloom started pacing around the room, this made things even more difficult._

_Swallowing them was impossible due to their size,_

_Applejack and Rainbow Dash were too strong-willed to fall under their spell without being mentally hindered first._

_Biting Rarity first was the only option..._

_Then, Apple Bloom smiled. "Ah got an idea!"_

* * *

As she hummed a little tune to herself she arrived at her clubhouse, while Sweetie Belle was busy helping her big sister with some chores (and convincing her to agree to the camping trip), Scootaloo was already there waiting for her. The winged Lamia had coiled her body around the upper branch and appeared to be testing out her hypnotic abilities on Rumble, a young Pegasus colt from their class.

"Don't ya wanna catch another glimpse? Just a peek?" Scootaloo cooed in a flirtatious tone as she hung from the branch, beckoning the young Pegasus closer with her alluring, spiraling eyes. Rumble could only nod dumbly as he started flapping his wings and hovered closer, a wide smile spreading across his face as his eyes mirrored Scootaloo's. "Well come closer~, keep staring~." She hissed, lovingly caressing his face. "The colors are your friend~"

"Scootaloo!" Apple Bloom called out, getting her attention. "Yah can play around with the colts later! Ah got mah sis tah agree and take us on that camping trip!"

"Sweet!" Scootaloo smirked as she gave Rumble a gentle pat on the head. "You can go home, just forget everything you saw here, got it?"

Apple Bloom chuckled as she watched the entranced colt nod obediently before doing an about-face and flying away. "So, how'd it go with Rainbow Dash? Did she say yes?"

Scootaloo nodded enthusiastically. "Took a bit of convincing, but I got her to come along as well!"

"That's great!" Apple Bloom cheered. "Now all we need is fer Sweetie Belle to… to…" The Earth Pony trailed off as she glanced behind Scootaloo, her friend quickly turned to see what she was staring at and was greeted by the sight of the final Crusader being pulled toward them some sort of makeshift throne on a wagon pulled by an entranced Lily Longsocks, while Button Mash was feeding her some grapes with a blissful smile and spiraling eyes.

_**'Somepony's getting into the spirit of things...'**_ Nadira chuckled as her spiritual form manifested between the two.

"Starting tah think yah might be gettin' a tad carried away, Sweetie Belle…" Apple Bloom sighed as her lover casually trotted off her "throne".

"Oh relax, it's not like we weren't gonna start doing this eventually. I just... got a bit of a head start." The Unicorn smiled as she gave Apple Bloom a gentle peck on the cheek. "And besides, I've got a few ideas for what we can do with our harem later~" She added in a seductive tone, causing her marefriend to blush.

_**'The two of you can flirt later.'**_ Nadira interrupted, getting their attention.  
_**'Will your sister be joining us on this trip?'**_

"Hm? Oh yeah, she's in." The Unicorn replied nonchalantly. "Just had to help her with a few chores here and there."

_**'Excellent...'**_ Nadira smirked as her spiritual form circled the trio. _**'Now all we have to do is pick them off one by one. Just remember, hypnotize them first, then use the venom to convert them...'**_ She explained as she licked her lips.  
_**'...and then I'll do the rest...'**_

* * *

3 days later, the camping trip commenced with the CMC and their sisters.

Surprisingly enough, Rarity had refrained from bringing too much equipment on this particular trip, only packing the essentials... granted she still had a suitcase, but it was a lot less than what they expected her to bring.

Their first stop had them resting near an abandoned cave. As the CMC continued their ruse of searching for a mythical animal in the area, the older siblings took the time to relax, with Rarity coming up with a few new designs centered around the more peaceful aspects of nature, Rainbow Dash enjoying the less restrictive and open mountain skies while practicing a few new aerial maneuvers she had come up with, while Applejack was simply resting and taking a break from all the farm work she had accomplished in the last month, with Rainbow occasionally joining her.

The CMC couldn't help but feel fortune was smiling upon them at this time, the scene was set, they had their plans laid out, and their sisters had let their guard down.

Now all they needed to do was wait...

* * *

Later that night, the Lamia trio awoke.

After making sure that their respective siblings were fast asleep, Apple Bloom and Scootaloo quickly and silently made their way towards Rarity's tent, where Sweetie Belle was waiting for them. As they snuck inside, Sweetie Belle carefully zipped the tent flap shut as her friends quietly surrounded her before shifting into their Lamia forms.

This would be a very delicate process, simply biting her outright would be too risky since her scream of pain would alert the other two, and hypnotizing her would require all three of them hitting her at once due to how young they were.

The three Crusaders shared a look, and a silent confirmation, they began their plan.

"Rarity…" Sweetie Belle whispered, carefully lifting up her sleeping mask with her tail as the trio, timing their hypnotic assault perfectly, obscured her vision with their spiraling eyes. "Rarity, wake up…"

"Mmmph… huh?"

Yawning, slowly the fashionista's left eyelid flickered, somewhat disoriented from being woken up so late and taken away from her wonderful dream. Her vision was blurry at first, only being able to make out shapes and colors… but something attracted her attention through her hazy vision, a gentle glimmer of relaxing patterns.

And yet it felt… incomplete somehow…

Rarity squinted a little, then through a slightly strained effort, blinked in order to adjust her vision. Upon opening her eyes just enough to see the origin of her kindled interest, she found herself drawn to the spiraling whirlpool of colors before her. The splendor and brilliance of it all was so seductive and alluring that she couldn't bring herself to look away.

"B-Beautiful…" Rarity whispered, her expression going from baffled and confused to relaxed and calm in seconds, the enticing colors relaxing and soothing her mind while also numbing her body and spirit. "S-So… gorgeous…"

"Yes… it _is_ gorgeous, ain't it?" Apple Bloom cooed as the three of them moved closer. "Just keep starting, and yah can feel like this forever…"

"Fah… fer… forever…?" Rarity whispered, momentarily stumbling over her own words as her gaze remained glued to the three sets of spiraling eyes before her. The Crusader's kind whispers promising to grant her desire to continuously stare into their pools of beauty and happiness.

"That's right sis…" Sweetie Belle chuckled as she watched her sister's eyes widened more and more as her mouth started to form a serene, joyful smile. "Let yourself experience the breathtaking grandeur of the colors, the marvelous wonders they promise you…"

"MmmHmm… yes…" The Unicorn sighed, her entire body felt like it was floating on a soft cloud of pure bliss, the spirals sending a pleasant feeling of numbness through her very mind, body, and soul. "...grah-grandeur… mah-mur-marvelous…"

"Hush sis..." Sweetie Belle whispered in a commanding yet seductive tone as she began gently stroking her mane with the tip of her tail, this calming gesture invoking a longing within her sister's mind, a desire to further embrace the very source of these colors. "Just let the colors guide you…"

And guide her they did, the fashionista soon found herself hovering over what could only be described as a spiraling whirlpool of colors, each ring that erupted from the center tempting her to embrace the irresistible tranquillity they promised her.

Rarity wanted nothing more than to be engulfed by the warmth and softness of those spirals… to never leave their embrace…

"Give up… let your thoughts go…" Scootaloo cooed as Sweetie Belle gently ran her tail through her mane, almost pleading for her to give in to the temptation. "This blissful pleasure can last forever… as long as you let go…"

And with those final words, she realized that there was nothing to make her hesitate, no need to resist her overwhelming desire to simply surrender to the breathtaking whirlpool of spirals that invited her into their embrace.

And with nothing to stop her, she dove in… letting herself drop into the abyss of bliss, as she sank into the center, the spirals pulled her in, surrounding her more and more… until finally...

_*PING*_

And with a wide, blissful smile, Rarity lost herself to the blissful abyss of pleasure the colors promised her… right now she wanted nothing more than to float forever… her mind taking in every soothing ring, with each pulse sending her deeper and deeper into the blissful abyss…

The Crusaders kept the spirals going as Sweetie Belle waved her hoof in front of her sister's face, the other two waiting with bated breath just in case. After a few seconds, the Unicorn Lamia turned to them both and smiled. "She's under our spell, we got her."

The two let out a unified sigh of relief as they finally let the spirals vanish from their eyes. "Whew, that was… taxing…" Scootaloo groaned messaging her head, the strain from pouring that much magic into her hypnotic gaze taking its toll. "Nadira wasn't kidding about the strain…"

"Ah feel like Ah'm gonna pass out…" Apple Bloom sighed, shifting back into her pony form.

_**'Very good work children...'**_ Nadira whispered as she appeared before them, observing Rarity's entranced expression. _**'Now just leave the rest to me...'**_ She smirked as her spiritual form slowly phased into Rarity's body, coating her with a faint green glow.

"Speaking of rest…" Scootaloo yawned, shifting back into her pony form as well. "I feel like I'm going to pass out after that."

"Same here…" Apple Bloom agreed.

As the two Crusaders left to rejoin their sleeping siblings, Sweetie Belle watched with anticipation as the spirit began working her magic on her sister...

_'One down...'_

* * *

As morning came, the CMC were astonished to see how fluently Rarity went about the day as if the events of the previous night hadn't transpired.

However, Rarity dropped a few minor hints here and there while the other two weren't looking, her eyes would occasionally become slitted, once or twice they spotted her forked tongue before she quickly reverted back to normal, and she seemed a lot less focused on the camping trip itself and more on staying close to Applejack and Rainbow Dash.

...however, when they stopped for the day to set up camp once more, Rarity made sure to place her tent slightly closer to Applejack's...

As her little sister helped her unpack however, she leaned down and whispered into her ear;

"Tonight… she's _mine_."

* * *

Later, in the quiet of the night, Rarity was careful not to make too much noise as she shifted into her Lamia form and slithered towards her prey. As she neared Applejack's tent she saw Apple Bloom and Sweetie Belle peek out from inside and give her a sly wink. "She's all yours." Her little sister whispered as she trotted out to stand watch.

Rarity nodded and stuck her head through the tent flaps as Apple Bloom snuck back inside, the sound of the farmpony's gentle breathing making it clear that her target was vulnerable. With a satisfied smirk, she began to slither inside, raising her upper body slowly until she was hovering right over her prey, resting peacefully and completely oblivious to the situation she was in.

The Lamia started licking her lips, anxious and eager to coil herself around Applejack's well-toned figure. _'She looks so peaceful… and delicious…'_ Rarity thought to herself. Once a good portion of her body was inside the tent, the fashionista made her move, closing the distance between them while trying to be as silent as possible. _'And now… you're mine…'_

Slowly, the tip of Rarity's tail slithered under the covers and carefully began wrapping around her hind legs, winding around them at least twice to gently press them together before moving upwards.

Apple Bloom bit her lip as her big sister yawned and turned to her left under the blanket, unaware of her impending fate. Under normal circumstances, Rarity would have levitated her with her magic, but such an abrupt action ran the risk of waking her, and the last thing they needed was for her to scream for help and wake up Rainbow Dash.

That, and on a subconscious level, Rarity wanted to enjoy every last bit of this.

The moment Applejack's legs tried to move Rarity loosened her coils a little. While she intended to limit her movements, restraining her too much could result in her beginning to stir. As such she took the precautions to keep her as comfortable as possible, allowing the farmpony to embrace smoothness of her coils without being alarmed by their presence, as evidenced by the gentle sound of her breathing. "Just a little further…" Rarity whispered to herself as her tail coiled around her waist.

Apple Bloom continued to watch in fascination, somewhat impressed and envious of how elegantly Rarity already had managed to coil up her sister so far. Her hind legs were completely wrapped up to the point where only the tips of her hooves were visible from the bottom, while half of her chest was already in the process of being coiled up.

Under her scales, Rarity could now feel the pounding of her heart as she continued wrapping the farmpony up in her cocoon of coils, the rhythmic breathing of her victim almost beckoning her to keep going as she looped another coil around her shoulders.

Apple Bloom's own instincts were going wild seeing her sister almost completely wrapped up, her breathing becoming heavier with every second as she witnessed her elder sibling engulfed in Rarity's cocoon of coils, she seemed so peaceful, so content… so...

"Mph… huh? What the…?"

..._awake_!?

Rarity's expression went from gentle to alarmed as she felt Applejack's heart start beating like a drum and her lungs quickly filling with air.

"HEL-*GULP*!"

Wasting no time the fashionista quickly tightened the coils around her chest, squeezing the air out of her lungs and preventing her from screaming. Applejack let a strained gasp of pain as she felt the pressure on her chest, cutting off most of her air supply leaving her just barely able to breathe.

"That was too close…" She heard Rarity whisper, her drowsy state combined with the lack of oxygen making her too dizzy to think properly, at the moment all she knew was that she was trapped and couldn't breathe.

"No time to ease her into this." Apple Bloom whispered as Rarity lifted her sibling up. "We both know how strong she is, the longer she stays awake the more likely she is tah break free, hypnotize her _right now!_"

The Unicorn nodded and quickly locked her gaze onto Applejack's eyes. "Now Applejack, look into my eyes~" Rarity hissed as she pressed her prey's forehead against her own to the point where their eyes were practically touching, the farmpony's nostrils twitching as she inhaled the sweet scent of Rarity's perfume. "It's time to become one of us…" And with that single statement, her eyes immediately blossomed into an endless pattern of beautiful colors.

Helpless to avoid her hypnotic gaze, Applejack's eyes widened as she witnessed the luminous colors, her jaw slowly dropped open as she gazed at the captivating sensation before her in awe.

"Yes… that's it…" Rarity cooed as she watched her prey slowly fall under her spell, the irises of her eyes swiftly shrinking down into nothing as they began to mirror her own.

Any semblance of resistance within Applejack's mind began to fade away faster. Her vision, filled with spiraling colors, began to blacken around the edges as she started feeling light-headed, her difficulty to breath now felt like she was drowning underwater… but that feeling quickly vanished as Rarity loosened the coils a little just as her body began to relax.

"I do so apologize for being so rough with you, darling." She heard Rarity whisper in an apologetic yet soothing tone, making her feel even more relaxed. "I simply wanted to share this wonderful gift with you… please, let me make it up to you by making the experience more… relaxing~"

Suddenly the coils around Applejack's body began pulsating, applying brief amounts of pressure and then releasing her slightly, giving her a more pleasurable experience via her very own coil massage. The process started from her legs and moved upwards until it reached her shoulders… and then started from the bottom again. "There we go… you like that, don't you?"

"MmmHmm…" Applejack mumbled, finding it difficult to form complete sentences. A small part of her wanted to resist this feeling of pleasantness, to break free, to look away, _anything_. But those thoughts were swiftly washed away by the smooth, pulsating coils as they continuously massaged her body, the euphoria from the spirals making it feel like she was riding a gentle wave…

Seeing her chance, Apple Bloom quickly snuck over to the bottom half of her coil cocoon, and in one quick motion, extended her fangs and bit into her hoof, injecting as much venom as she could into her sister's body.

Applejack let out a strained gasp, the venom already taking effect and dwindling what little resistance she had left...

_*PING*_

"And now, you belong to us…" Rarity whispered as she slowly uncoiled her while distancing her face from Applejack's. The farmpony, eagerly seeking those beautiful eyes, followed her motions as if she was glued to hers as the corners of her lips curved up into a blissful smile.

"_*Whew*_, that was _too _close…"Apple Bloom sighed in relief, wiping some sweat off her forehead. "Two down… one to go…"

* * *

"So AJ is luring RD away?" Sweetie Belle asked as they trotted behind their siblings at a safe distance away as not to be heard, lest they cause too much of a disturbance.

"Eeyup, she practically insisted on being the one to turn her…" Apple Bloom replied as she glanced at her big sister, who was laughing at a joke her "secret" marefriend had apparently told.

"I'm still going with her," Scootaloo stated firmly, her eyes briefly becoming slitted as she focused her attention on Rainbow's well-toned rear, licking her lips. "There's no way I'm sitting this one out."

"Suit yourself…" Sweetie Belle smirked. "Just don't get too involved unless she needs help or yer absolutely sure she's under her spell.

"Oh don't worry…" Scootaloo replied, never taking her eyes off her target. "With what I have planned, it'll end up helping her fall even deeper…"

* * *

"Rainbow… hey Rainbow, wake up." Applejack whispered, carefully nudging her lover awake.

The rainbow-maned Pegasus let out a tired yawn as she rubbed her eyes, the moment she adjusted her vision he was greeted by the sight of her marefriend. "Ugh… hey AJ, what's up?"

"Ah was just about to go on a midnight walk, clear my head, enjoy the scenery... thought you'd like tah come along…" Applejack whispered, however with the tone of her voice and the… _alluring_ look in her eyes, it was pretty clear to the Pegasus when she was _really_ interested in...

"T-Tonight? You mean it?" Rainbow whispered, blinking a few times to make sure she wasn't dreaming. She then turned her attention to Scootaloo, who was "sleeping" with her back turned to her. "B-But the kids-"

"Rarity'll look after them... com'on, don't tell me yah haven't thought about it…" As the farmpony spoke, she ever so briefly allowed a single spiral to bloom out from her pupils, almost unnoticeable to the untrained eye, yet just persuasive enough to calm the Pegasus' nerves and manipulate her into complying.

"I… I guess we could…" She whispered, a small tinge of red appearing on her cheeks.

"Well then…" The farmpony began, turning around to exit the tent… only to casually flick her tail out of the way to give her lover a nice view of her marehood. "...follow me~"

Now fully awake and completely smitten by her marefriend's surprisingly, yet not unwelcome, seductive attitude, Rainbow Dash quietly followed her away from the camp and into the woods…

...unaware that Scootaloo was following close behind…

* * *

As Applejack lured the unsuspecting Pegasus a good distance away from the campsite, the sounds of falling water soon filled the air as they trotted deeper into the forest until they reached a clearing with a river and a large, beautiful waterfall.

"Wow…" Rainbow whispered as she looked around. "This place is… breathtaking…"

"That's nothin' compared to what Ah'm about to show you~"

This caught Rainbow Dash's attention as she turned around in confusion. "What do you mean by th-"

She never finished her sentence.

The moment she turned to face Applejack, her eyes widened and she froze in place, too stunned to move as she witnessed the eyes of her marefriend now flashing every color of the rainbow in an endless pattern.

Just like her friends before her, the very moment they locked eyes Rainbow Dash found herself captivated by the spirals pulsating from the center of the Earth Pony's eyes, the colors becoming more enticing with every ring.

It was almost like Fluttershy's stare… only more… soothing… more relaxing...

"Come to me Dash…" Applejack whispered in a soothing tone that was practically smooth as silk, the Pegasus' heartbeat suddenly sped up as she took a step towards her lover. The closer she got the more powerful the mind-numbing sensation became, the luminous colors paralyzing her very thoughts and overriding her will.

It felt so right… so… so…

...wait.

"N-No…" Rainbow Dash gasped, mustering all of her strength and willpower to overcome the numbness spreading through her body. Despite barely having enough control over herself, she managed to take a shaky step back to distance herself, hoping that it would weaken the spell.

Up above, Scootaloo watched as her honorary big sister and idol tried to resist her lover's charms in amusement, not that it would do her much good. Scootaloo had already caught the scent of Applejack's pheromones' in the air,

As amazing as her honorary sister was, even she couldn't fight off these feelings of lust and blissfulness forever…

It was only a matter of time.

"Now don't be like that sugarcube~" The Earth Pony cooed as she placed both of her hooves on her cheeks, their very touch making the rainbow-maned Pegasus shiver as Applejack brought her face closer to her own. "Embrace yer lust... let it drive yah, let it _rule_ yah… just as Ah do…"

Dash weakly raised her hooves and pushed Applejack's hooves off her face. This didn't deter Applejack however, as she kept staring into her eyes, never once averting her gaze. "S-Stop…"

Applejack simply tilted her head and gave her a seductive smile. "Why? Ain't this what yah want?" She asked almost tauntingly as her body slowly shifted into her Lamia form, making her powers, and the scent, even stronger as a result.

"B-But… you… I… ohhh~" Rainbow Dash gasped as she felt a wave of relaxation spread through her mind and body the pheromones turned her feelings for Applejack against her, coaxing her into a sort of voluntary submission. Then, as Applejack fully transformed into a Lamia and loomed over her, Rainbow found her loins being suddenly assaulted by a familiar heat. "N-N-No…" She gasped as she turned her head to the right, just barely taking a step back as her right eye closed. "N-Not… now…"

Scootaloo smirked upon catching a glimpse of the Pegasus' soaking snatch. _'Looks like now's my chance!'_ She thought, carefully descending towards her from behind while her coils tightened around the branches above just in case.

While Rainbow Dash had managed to shut her right eye to avoid succumbing to the hypnotic gaze of her lover, her left eye couldn't help but keep gazing directly into the swirling pools of colors that were her lover's beautiful eyes. And yet Applejack didn't seem to show any sign of disappointment or anger at her residence...

However, before she could think about that any further, Scootaloo extended her tongue and licked her dripping wet clit before diving right in, that single action causing an explosion of pleasure in Rainbow's mind that clouded her senses. "OOOOHHHH~!" She gasped as her eyes shot open and rolled to the back of her head in pure bliss, the young Crusader's actions bringing her to heights of pleasure she had never known before. And then as she came down from her euphoric high, she found herself gazing into the bewitching eyes of her blond lover as she slithered towards her...

"N-N-NO!" Rainbow Dash gasped as she instinctively shut both of her eyes, trying to ignore the pleasure of whatever or whoever was stimulating her from behind. "C-Can't… w-won't look-ooohhh~!"

Scootaloo on the other hand was not bothered as she continued to eat her out, happily inspecting every inch of her pussy with her long tongue, shuttering with joy as if she was tasting the most delicious thing on the planet.

"Yer mine love…" Applejack whispered, their faces now inches apart, the Pegasus could only shiver at the feeling of her lover's warm breath on her face, Scootaloo's actions combined with her marefriend's relaxing tone easily numbing her thoughts without her even realizing it.

Then, before she could react, Applejack pressed her lips against her own, giving her passionate kiss as her serpent tail slithered around her neck before moving downwards, quickly pinning her hooves and wings to her sides. The sudden intrusion startled the Pegasus enough for her eyes to peek open ever-so-slightly…

...and that was all Applejack needed.

The beautiful bright colors emerging from her pupils ensnared Rainbow Dash's mind in their comforting embrace. _'So… pretty…'_ She thought as the breathtaking colors overtook her mind, her pupils swiftly shrank down and disappeared as they were replaced by the very bright colors that entranced her.

Applejack chuckled as her lover's eyes started to mirror her own, the Pegasus' eyes widening even more, craving more of the beautiful entrancing rings of color. "Don't y'all worry sugarcube. Ah'll make ya feel better, Ah promise." She whispered seductively as she broke the kiss, looming over her once more as she unhinged her jaw.

_'...N-No…'_

A tiny bit of resistance crawled through the haze of her entranced mind, just barely making it to the surface… just as Scootaloo's tongue reached her G-spot, giving it a gentle flick, yet doing more than enough to send her over the edge. _'This is wrong! This is wr… w-w…OH~'_

_*PING*_

_'Wonderful…'_ She thought as she finally came, spraying her love juices all over Scootaloo's face as she surrendered herself to the pleasure, any thoughts of resistance vanished as all she could see were the alluring eyes of her lover. Rainbow Dash's mouth formed into a happy smile as she followed her marefriend's every movement like a puppet on a string.

"Good girl…" Applejack whispered as she lunged down towards her lover with her mouth wide open.

Rainbow Dash moaned in blissful pleasure as her head was swallowed up, the warm and wet confines of her maw soothing her mind and body as her eyes slowly began to close. The saliva began to glaze her mane and coat as Applejack took a moment to savor the exquisite taste of her lover before continuing the process.

As she continued swallowing her, her coils unwound from around her as Scootaloo removed her tongue from Dash's pussy. Applejack then properly readjusted her position so that she was looking straight up while her lover-turned-meal was upside down. Rainbow Dash sighed contently, it felt like she was sinking into a warm, skin-tight suit that stimulated every inch of her body.

As the corners of Applejack's mouth crept over Rainbow's cutiemarks, the Pegasus sank deeper and deeper into the warm and wet embrace of her throat, loving every moment of the experience. Soon Applejack swallowed down her legs and tail, leaving Rainbow Dash completely engulfed by her body's inner warmth as the effects of the spirals finally taking their toll on her mind as a wave of bliss guided her into a deep slumber. Her resting body then slid into her stomach, where she would remain until the transformation process commenced...

"MmmHmm… now that was invigorating..." Applejack smirked, letting out a satisfied sigh as she felt her lover settle into her resting place.

"You do know we could have just bit her and transformed her that way, right?" Scootaloo asked as she licked some of the excess juices off her face.

"Yeah, Ah suppose we could have…" Applejack chuckled, leaning back against the tree trunk as she savored the feeling of the pony resting in her stomach. Her hoof tracing the bulge within her scales. "...but she's mah love, I wanted her transformation to be… _special_." She explained, giving the bulge a gentle peck.

"Fair enough…" Scootaloo smiled as she slowly shifted back into her Pony form. "So then, shall we head back and meet up with the others?"

"Yah'll go on ahead." Applejack smiled as she laid down to rest, hugging the bulge in her coils. "After a meal like this, Ah need to rest up…"

* * *

As Scootaloo returned to the campsite, she spotted Sweetie Belle and Apple Bloom happily making out, their tails wrapped around each other as their tongues wrestled for dominance. Rarity on the other hand seemed to be conversing with the Lamia spirit as she lounged about in the tree above them.

Nadira was the first to notice her return. _**'I assume Applejack was successful in her mission?'**_ She asked as Rarity slithered down the trunk of the tree while Apple Bloom and Sweetie Belle reluctantly ended their little make-out session.

"Yep, thanks to a little help from me she's resting in AJ's belly right now." the Pegasus explained, puffing out her chest with pride. "AJ will be joining us after a quick rest."

_**'So much progress in only a few nights... you have all done very well.'**_ Nadira smiled as all four of them bowed to her respectfully. _**'Now then… which of the Elements shall we go after next?'**_

"Well, only Twilight, Fluttershy, and Pinkie Pie are left..." Rarity began to explain. "And since Twilight is the most powerful out of all of us, we should save her for last like we did Rainbow Dash… and then again, there's also her assistant Spike."

Sweetie Belle then spoke up. "Personally, I think it would be best if Rainbow went after Fluttershy, they've been friends since they were foals and she's more comfortable around her…"

Nadira went silent for a moment, as if pondering something. _**'I see… then I suppose Applejack could convert this… Pinkie Pie...'**_

"And I'll go for Spikey-wikey~!" Rarity chimed in.

Apple Bloom rolled her eyes. "Of course _you'd_ go for the easiest one…"

"...actually, it makes sense when you think about it." Scootaloo began, getting her attention. "Not only is he Twilight's assistant, but aside from Twilight herself, Rarity is the only one he fully trusts."

"Naturally, the Dragon has good tastes~" Rarity boasted, giving her mane a toss while her sister simply rolled her eyes.

"So then it's settled," Apple Bloom announced. "We take care of Fluttershy & Pinkie, make sure Spike can't message for help or interrupt us…"

Nadira licked her lips in anticipation. _**'And then…?'**_

"And _then_, we go after Princess Twilight Sparkle."

* * *

**Author's Note:**

This chapter was made possible and seen earlier on _June 8th 2020_ by my generous supporters on Patron.

However, due to certain circumstances, the remaining chapters of this particular story will be uploaded on my Gumroad account. Don't worry, this does not mean you will not have to change your account you will simply be able to access my content through alternative means (which can be discussed via PM for more details).

And for those of you who haven't subscribed already and wanna read ahead, you can subscribe to either the **Jesmon Rank** or the **Alphamon Rank (Platinum)** on Gumroad as well!


	5. Midnight Seductions

The night air blew softly through Ponyville as Luna's moon rose into the sky. And while various ponies made their way back home, two ponies, a pair of Pegasi, were heading somewhere different.

"Remember Scoots, it's not Flutters we gotta be wary of, but her animals." Rainbow Dash whispered as she soared towards the cottage on the outskirts of Ponyville, just near the edge of the Everfree Forest. "If one wakes up, they'll alert the others.."

"No worries Dash." The younger of the two replied, occasionally looking around as they landed on a thick branch outside the window, making sure none of the nocturnal creatures at the bottom of them.

The two of them peered through the window, gazing upon Fluttershy's resting form.

It was time.

* * *

Sliding the tip of her tail through a small gap, Scootaloo carefully and silently pulled open the window just wide enough for them to sneak inside, the duo being careful not to make too much noise as Rainbow locked the window and closed the blinds

The entire room was silent save for Fluttershy's gentle breathing as Rainbow slowly hovered above her drowsing friend. The meek Pegasus looked so peaceful as she also, occasionally tossing and turning under her blanket, completely oblivious to her new visitors or the situation she was in.

Glancing around, Scootaloo noticed that there was no sign of her pet rabbit in the room. _'That bratty little bunny could be a problem later…' _ She thought to herself before turning to her adoptive big sister. "I'll downstairs and make sure none of the animals interrupt you." She whispered as she made her way towards the door.

The blue Pegasus nodded as she shifted into her Lamia form, trying to be as silent as possible as she towered over her friend's sleeping form. "Ok, but only hypnotize them if it seems like they'll cause trouble, no eating of them unless _absolutely necessary_, got it?"

"Yes ma'am." She responded with a quick salute before slithering out the door, silently closing it behind her.

Now completely alone with our Target, Rainbow Dash rubbed her hooves together as she used her tail to pull the covers off her friend, causing Fluttershy to shiver slightly as she was exposed to the cool night air.

As much as she wanted to have her fun with her childhood friend, Rainbow knew for a fact that she couldn't afford to mess around, even with Scootaloo keeping watch, the last thing they needed was for one of her animal friends to catch a glimpse of what she was up to...

_'Here's hoping I can at least make your experience pleasurable…'_ She thought as her tail slithered around her waist in one fluent motion.

Fluttershy began to stir a little as she felt something smooth and cool wrap around her waist, she could feel Rainbow's coils winding around her stomach, pinning her wings and hooves to her sides as they continued slowly wrapping her up at a steady pace. The meek Pegasus sighed in pleasure, their soft touch felt so welcoming, so good. "Mmm… thank you for the hug… Mr. Snake…" She murmured in her sleep.

"Aw, having a nice dream, eh Flutters?" Rainbow smirked, lifting her into the air as her tail-tip circled around her shoulders and her coils tightened ever so slightly. "Well… sweet dreams…"

For a very brief moment, her friend's eyes fluttered open, however in her drowsy half-awake state, she could barely register her surroundings... let alone if she was still awake or not. As she took notice of the coils wrapping around her body, she let out a relaxed sigh as she snuggled into the embrace of the Lamia's coils. "Oh… I'm… dreaming again…"Fluttershy yawned, her eyes slowly closing as she smiled contently. "Ok Mr. Snake… you can… swallow me… when you're ready..."

"Aw, giving me permission to eat you?" Rainbow cooed while stroking her friend's lush pink mane with the tip of her tail. "You're such a considerate friend… no wonder you're the Element of Kindness." She smirked as she gave her a kiss on the forehead before flipping her upside-down. "Now, enjoy your trip into my stomach…" She hissed as she opened her mouth, lowering her friend towards her gaping maw.

Fluttershy was mildly confused when she was flipped upside down, but that confusion quickly vanished as she felt a pleasant warmth on her face, followed by her head slowly being dipped into a tight, warm, and wet space.

Soon her head vanished into the throat of the Lamia as she began to lower her further inside, letting gravity do more of the work for her. _'So far, so good…'_ She thought as she unwound her coils as she reached her shoulders.

As she slipped deeper into Rainbow's maw, Fluttershy could feel her mind fogging over, as if she was being dipped into a pool of blissful joy, experiencing a type of relaxation she never thought was possible. This was different from her usual dreams… _much different_… it was like her entire body was being given a tender massage, calming and exhilarating at the same time.

"Mmm… so… nice…" Fluttershy moaned out as she sank deeper and deeper into the warm and wet embrace of Rainbow's throat, loving the feeling more and more the deeper she went.

As Rainbow reached her hips, she felt her friend's body wiggling a little, not in an attempt to escape or struggle though, but rather she seemed to be attempting to inch herself further down her throat. _'Wow… she's really into this!'_ The Lamia chuckled as she extended her tongue. _'I'd say you've earned yourself a nice little reward…'_

As Fluttershy's body was swallowed up further, she felt a heated sensation coming from within her loins as Rainbow's tongue probed and poked her outer lips. Fluttershy's cheeks began to flush as her pussy was subjected to mind-numbingly blissful stimulation, Rainbow's tongue stimulating her as it grinded against her pussy before plunging deep inside of her.

The meek Pegasus let out a muffled gasp as the tongue swiftly found her G-spot, rubbing and kneading it before thrusting in and out of her womanhood. Fluttershy, unprepared for such a bold action, let out another moan of pleasure, climaxing almost immediately as the Lamia swallowed her up, her juices coating Rainbow's tongue and the inside of her throat as she slipped her tongue out of her pussy and gulped her friend down until only her legs and tail were visible.

Her tiny hooves cutely wiggled in the air before disappearing down her gullet along with her tail, which Rainbow playfully slurped down with one final gulp.

As she was completely engulfed by the warmth of Rainbow's insides, a wave of tiredness washed over her very being as she basked in the afterglow, so tired that she fell into an even deeper slumber as she slid right into the Lamia's stomach.

To her, however, it was just a warm, moist, tight sleeping bag… the best place she could possibly imagine falling asleep.

"Oooohhh… thank you, Mr. Snake…"

"You're welcome Flutters." Rainbow Dash smirked as she watched the lively bulge slide down her coils, Fluttershy's cute snores mixed with muffled moans as she subconsciously enjoyed her peril. "Sweet dreams…"

The sound of the door creaking open immediately caught her attention and she quickly moved the snake half of her body behind the bad. Thankfully, it turned out to be Scootaloo as she slithered back into the room.

"Wow, you work fast…" The young Lamia chuckled as she closed the door.

"Had to in this case." Rainbow simply shrugged as she carefully moved the section of her coils with Fluttershy's bulge onto the bed. "Couldn't afford to play with my food too much without risking getting caught... although I did give her a little "treat" for being so cooperative…" She added, licking her lips perversely. "She actually made it a little easier for me, apparently she's been dreaming about her pet snake eating her alive… wiggled right into my throat herself."

Scootaloo's expression lit up upon hearing this and she quickly added onto the bed and hugged the bulge containing Fluttershy. "She's just like me... I found a kindred spirit!" She silently cheered, giving the bulge and affectionate kiss, causing it to squirm a little.

Rainbow smiled at this… only to notice a small bulge in Scootaloo's coils as well. "Lemme guess… Angel?"

"He was… getting a midnight snack…" Scootaloo explained, rubbing the back of her head in embarrassment. "...and in my defense, he went to the baseball bat the moment he saw me. I had no time to hypnotize him."

Rainbow rolled her eyes at this but nodded in understanding. "Fine, but no digestion, you spit him out later."

The young Lamia pouted at this. "But he's such a spoiled brat... I mean, would anyone miss him?"

"_Fluttershy would_." Rainbow deadpanned, not budging on the subject. "And I am _not_ in the mood to explain to my best friend why we let her beloved pet get digested, got it?"

"Fine…" Scootaloo groaned, jabbing the bulge in her own coils out of spite.

* * *

Meanwhile, back in Ponyville, the Apple siblings had arrived at the residence of the local mailmare; Derpy Hooves. Said Pegasus had in fact been called to Manehattan in order to deliver an important package.

Thankfully, Pinkie Pie had happily volunteered to foalsit her child Dinky while she was away.

...the perfect opportunity for the Apple siblings to strike.

The duo quickly snuck into the backyard, properly inspecting the windows on the upper floor before catching a glimpse of one that was ajar, thankfully one of the trees had a thick enough branch that led directly towards it.

Apple Bloom latched onto her big sister's back as Applejack shifted into her Lamia form, she quietly slithered up the trunk and towards the window. The moment they got close enough, Apple Bloom shifted into her Lamia form and coiled around her sister's waist before carefully slithering over the gap, bridging the gap before pushing up the window until it was wide enough for both siblings to enter. The duo found themselves inside Derpy's bedroom and could hear Pinkie Pie's voice downstairs, no doubt entertaining the foal.

"Alright, here's the plan. "Applejack began, carefully lowering her voice. " Ah'm gonna lure Pinkie upstairs and ambush her, yer job is tah stand watch while Ah transform her, okay?"

Apple Bloom scowled at this, disappointed that she was being sidelined. "How come Ah can't join in?"

"Because Pinkie is hyperactive, if mah hypnosis doesn't get her first, Ah might have tah get rough." She explained sternly, her tone leaving no room for an argument. "Y'all just make sure the kid doesn't get wise or run fer help, got it?"

"Fine…" Apple Bloom pouted as Applejack opened the door...

* * *

Downstairs, Pinkie Pie continued to entertain Dinky with elaborate tales of her favorite hero.

"...and then Daring Do did a backflip, destroyed the mind-control device, and saved the day!" The Party Pony shouted gleefully as she leaped onto the couch and struck a pose, much to the enjoyment of the Unicorn foal who applauded happily.

"Wow! That was so cool Pinkie!" Dinky cheered as she cuddled her Daring Do plush doll. "Can you tell me another story? Maybe the one with the Fountain of Youth?"

"Well…" She was about to respond when the sound of a loud *THUMP* came from the stairway. The two turned to the source of the noise to see a single stool laying on its side at the bottom of the stairs.

"Huh, that's weird…" Pinkie mumbled to herself as she picked up the stool with her tail and trotted up the stairs. "Stay down here Dinky, I'll be right back!"

"Okay." The foal nodded before going back to playing with her plush.

* * *

Upstairs, Pinkie repositioned the stool back where'd last seen it, assuming that a powerful gust wind had tipped it over. She then turned to make a way back downstairs…

...only to hear another *THUMP*, this time coming from Derpy's bedroom. "Okay, this is just weird… did an animal sneak into the house or something?" She mused to herself as she approached the door.

In the next room over, Apple Bloom waited patiently as she watched the Party Pony enter the room. _'That's it… just go inside…'_ She thought to herself, keeping herself restrained as Pinkie casually opened the door and entered the bedroom. _'Perfect…'_

* * *

"Eh? My tail is twitching?" The Party Pony blinked in confusion, instinctively looking up. "Why would-" She froze upon witnessing the source of her mental discomfort, two slitted eyes, piercing through the darkness and glaring into her very soul.

"Howdy, Sugarcube." Applejack hissed as her eyes blossomed into twin pools of endless color. "Ya'll look a little tired, why don't yah just… rest a while?" She cooed as she slithered down towards her friend, casually closing the door behind her.

"Apple… jack? Why… why are y-you…?" The Earth Pony found herself losing her train of thought.

"Hush now sugarcube." Applejack interrupted, gently placing her right hoof on Pinkie's lips. "Just keep looking at the colors... they're just so pretty… aren't they?"

"Oooohhh… sooo p-p-pretty…" Pinkie giggled as she swayed left to right, enjoying the pleasant, mind-numbing sensations. She could feel the spirals deep in her mind, repeating in an endless pattern over and over...

"Yes… that's it…" Applejack simply chuckled as she placed her hoof under her chin, earning a happy sigh from Pinkie as she tilted her head upwards, pressing her forehead against the Party Pony's, giving her an even better view and allowing her hypnotic gaze to entrance her further. "...just lose yerself in mah eyes…"

As the spiraling colors began to reflect in her own eyes, Pinkie soon forgot about Dinky, not really caring about why she'd been worried in the first place. Nothing else mattered anymore, nothing but those beautifully stunning colors...

Somehow, in a small part of her mind, Pinkie knew what was coming next, and she eagerly widened her eyes, welcoming the experience. She then let out a sigh of pure bliss, and with it, what remained of her will.

_*PING*_

In an instant Pinkie's mouth spread into a wide smile, she knew what she had to do, it was so obvious! All she needed to do was relax, submit, be a good girl, and keep starting the colorful abyss, all that mattered was that she had to obey...

"Good Girl…" Applejack as she licked her lips and extended her fangs. "Now, fer the _fun part_…"

* * *

Apple Bloom scoffed as she made her way towards the now-closed door, still mildly annoyed that her big sister got to enjoy herself while she had to stand watch.

_'Just stay calm… keep a lookout fer Dinky...'_ She mentally reminded herself as she heard a few moans coming from inside the bedroom, causing her to sigh in aggravation. "Ugh… maybe Ah should just head downstairs and get it over with…"

A gasp caught her attention, glamping towards the stairs, she was able to catch a glimpse of a certain Unicorn's shadow dashing away at the last minute.

_'And suddenly Ah have the perfect excuse…'_

* * *

Back downstairs, a feeling of dread hit Dinky as she backed away from the stairway; somepony else was in her house, and they got Pinkie.

Knowing that fleeing was her only option, the foal quickly rushed into the kitchen, making her way towards the back door as it was the closest escape route… unfortunately the moment she opened the door she was reminded of a vital detail she'd forgotten... mainly the wind chime right above the door. The sound that was once pleasant to hear brought a new feeling of dread as it rang throughout the kitchen. Dinky was tempted to swing open the door and make a run for it, but unfortunately, there was still the screen door to unlock and not much time before the intruder arrived.

Figuring that hiding from it would be the best option, the foal quickly dived under the table, the cloth covering it keeping her obscured underneath it. She covered her mouth and she hunkered down, not making a single sound as she watched and waited, hoping the intruder hadn't already seen her.

The sound of hoof steps put her on edge as she slowed her breathing, not even entertaining the thought of peeking under the small gap between the cloth and the floor to get a look at the intruder, least they spot her immediately. Dinky's heart was pounding like a drum as she waited, practically glued to her spot. More hoof steps rustling and low mumbling could be heard from the living room, while Dinky couldn't make out the exact words they were saying, they were definitely displeased about something.

"...lousy luck… can't even… havin' all the fun…"

The intruder continued mumbling for another minute or so. From what Dinky could tell, they seemed to be at least a few feet away from her hiding spot but thankfully weren't aware of her presence.

"...totally unfair-wait a sec…" The voice suddenly stopped, the sound of hoofsteps making their way towards the table. Dinky's heart started to speed up, beating at a faster and heavier rhythm as they got closer and closer to her hiding place…

"Aw shoot! She must've run outside!" The voice continued in a more panicked tone. The footsteps immediately rushed past for hiding space and straight towards the door leading outside, the sound of a door slamming an indicator that the Intruder had finally vacated the premises.

As her beating heart finally slowed down, Dinky let out a deep sigh of relief, almost disbelieving of how lucky she had just been. She waited for a few seconds to catch her breath before slowly peeking out from under the tablecloth, the kitchen was empty, this was her chance!

She quickly rushed out of the kitchen and through the living room, intent on fleeing out the front door and getting help as fast as possible, Pinkie had obviously been caught, but _she_ could still manage to slip away. As she rushed past the couch, she immediately turned right towards the hall that led to the front door-

"Hi, Dinky."

The foal immediately froze in shock, finding herself staring into two rapidly swirling pools of color, each color more vivid and stunning than the last, by the time she could even register that it was Apple Bloom's voice she was hearing, she realized that she couldn't longer look away… nor did she _want_ to…

"I... what are..." She stuttered, her eyes growing slightly glazed as she looked at her beautiful spirals. "S… stop… help…" Dinky choked out as she tried to focus, to resist this alluring feeling of bliss…

But that didn't stop Apple Bloom as she shifted into her Lamia form. "Shhh… don't worry, Ah'll take good care of yah…" She chuckled as she watched Dinky's expression of fear turn into blissful happiness, her past worries melting away as the pretty colors quickly washed over her mind.

"T-take… care…?" Dinky whispered in confusion, her eyes still fixated upon her spirals as their intoxicating influence slowly began to coil around her mind, altering her thoughts, filling her with the powerful urge to submit, relax, and obey.

"That's right…" Apple Bloom whispered as her tail swiftly circled around Dinky's waist, coiling downwards towards her pussy. "All yah gotta do, is surrender to the colors…" She explained as she started gently rubbing her outer lips with the tip of her tail, stroking up and down in a flicking motion, giving her clit a gentle pole with each stroke. "...and Ah'll give yah pleasure beyond yer wildest dreams…"

Dinky gasped out as a jolt of pleasure rushed through her loins. "Ah! Ah-Apple Blo-mmph!" She yelped, only for the Lamia to close the gap between them with a kiss, Dinky's thoughts abruptly vanished the moment their lips met, the last of her resolve shattering as she suddenly found the spirals right in her face. With Apple Bloom's eyes inches away from her own, their sheer closeness held Dinky utterly under the Lamia's thrall as the Unicorn's pupils shrank.

As the helpless filly took a deep breath through her nose, the delicate scent of apples drifted into her nostrils, a soft, intoxicating scent that slithered into her senses, causing her to whimper softly as her mind went blank and the spirals swallowed up her eyes.

"Mmmm good girl, look deep into mah eyes~" The Lamia cooed as she continued to make out with her. "Feel how mah coils slowly warp around you, how the tip of mah tail slowly enters and fills yah up..."

With her spirals and scent invading her visage and nostrils, as well as the sudden sexual stimulation her enchanted mind was forced to endure, a faint smile spread her face as her mind finally succumbed, embracing the beautiful... spirals…

_*PING*_

Now the filly could feel the spirals within her very mind, her thoughts were being replaced, leaving only what the spirals wanted. Her worries were now nothing but a fading memory, eclipsed by the feelings of bliss and ecstasy washing over her body and mind.

Her only desire left, was to obey...

Nothing else mattered, nothing except those eyes...

Satisfied, Apple Bloom broke the kiss, leaning in close to her neck as she extended her fangs. Carefully she bit into her neck, allowing her venom to seep right into Dinky's body. "It's time to join us, to become one of us…"

"Buh… be… come… one of-oooohhh!" The entranced foal let out a moan of confused arousal as Apple Bloom's tail wiggled itself further into her marehood.

"That's a good filly, just let the venom do its job…" The Lamia hissed, watching the lower half of Dinky's body begin to glow as the venom continued to spread, altering her body.

As the tip of Apple Bloom's tail continued to thrust in and out of Dinky's marehood, the Unicorn rolled onto her back. "Oh-ohhh, oh y-y-yes! M-more… please… more!" She whimpered out between gasps, writhing in pleasure and bucking her hips as her glowing legs began to slowly extend.

"Yes~, that's it. Just let the power flow through yah…" Apple Bloom cooed as she slithered closer to her, carefully maneuvering her free coils under Dinky's head and lifting it slightly so the Unicorn was starting up into her eyes. "Remember, this feeling is a gift. Embrace it, welcome it into yer life. Let yer mind, body, and soul be changed into something new… something greater…" She continued while gently stroking her mane.

Soon scales began replacing her fur as Dinky's legs began fusing into a long, serpentine tail, elongating itself as the glow slowly died down. "...something like _me_." Apple Bloom hissed as the transformation process finished. With one swift motion, she thrust the tip of her tail as deep as it could possibly go.

"AHA-AHHH!" Dinky's eyes widened as she let out a cry of ecstasy, her body jerking and spasming within the Lamia's grip as she came, spraying her juices all over the tip of Apple Bloom's tail.

"Mmmhmmhmm~ good filly…" The Lamia chuckled as she pulled her tail-tip out of her pussy and went about licking off the cum with perverted glee. "Welcome to yer new life, Dinky." She whispered, looking down at the panting and shuddering foal with a perverse grin. "Now then, let's have some more _fun_, shall we?"

* * *

Meanwhile, at Carousel Boutique, the young dragon Spike had just finished doing an inventory check as well as a proper rearrangement off all of Rarity's dresses, tuxedos, specially commissioned outfits, costumes, swimsuits, and winter wear. "...and with that, everything is officially rearranged in proper order by season and color!" He announced proudly as he marched towards the door.

While Twilight had been hesitant to let her little brother stay late to assist Rarity, the Fashionista reassured her that he would be properly looked after and compensated for his assistance (via a VERY generous assortment of gems).

A chance to help out her crush all night AND get a ton of delicious gems in the process? How could he say no? Heck, why _would_ he say no?

"Oh, Spikey-Wikey~!" He heard Rarity call out. "Would you please come upstairs for a moment? I have a special gift for you~!"

The Dragon's ears perked up as he quickly dropped his notepad and rushed out of the storage room and up the stairs, his mind already going over the numerous types of Rubies, Sapphires, and Emeralds he could feast upon. _'If I'm lucky, maybe Rarity will give me a "thank you" kiss on the cheek!'_ He thought to himself as he reached the top of the stairs and turned his attention to the source of her voice… the bedroom?

"Weird," The Dragon mused to himself. "I could have sworn she said to meet her in the-"

"Spikey-Poo~, I'm waiting~" He heard the fashionista call out once more, snapping him out of his thoughts.

"...meh, not that big a deal." Spike shrugged as he quickly rushed towards the bedroom and he opened the door… only for a wave of concentrated pheromones to hit him with a gust, and he was greeted by a most alluring and enchanting sight.

Standing in the middle of the room was none other than Rarity herself, her mane was now styled in a ponytail, she wore a sky blue veil on her face, a deep blue bedlah top that showed off her navel, a short see-through skirt with a purple thong, and gold bracelets in the shape of snake patterns on her hooves.

"Hello, Spikey~" She cooed, batting her eyes selectively, for a brief moment a few spirals erupted from the center of her eyes, entrancing Spike ever-so-slightly. "Come inside, Spikey-poo~"

The young Dragon slowly walked towards her, the scent filling the room already dulling his senses. From behind the door, Sweetie Belle silently closed it, licking her lips as she transformed into her Lamia form and snuck up behind him...

"Oh Spike~, you've been sooo helpful today~" Rarity began, her voice smooth as silk. "I figured it's only fair that we give you a reward~"

"Mmm… w-wait… "we"?" Spike mumbled, somewhat regaining his senses. "Who… who else…" He tried to ask, only to start swaying back and forth, his sense of balance slowly escaping him as the pheromones continued to mess with his mind.

"That's right Spike~, you've been so kind and generous~" Sweetie Bell continued from behind Spike, whispering into his left ear as she formed a seat of coils under his tail and forced him to sit down, however as far as Spike's dulled senses were concerned, he was simply resting on a comfy cushion. "You see~, we've got a special show prepared for you~"

"So sit back and relax~," The two said in unison. "...and let us entertain and pleasure you~"

Sweetie Belle's horn glowed for a moment, and then music began playing all of a sudden (specifically from the small case player Sweetie Belle had hidden under Rarity's desk), a tune that wouldn't have been out of place coming from Saddle Arabia.

Rarity started to hum in rhythm with the music, the very sound of her voice melodious to his ears. She then brought her hooves above her head, pressing them together before swaying her hips back and forth, dancing to the rhythm of the music.

"She's just a pleasure to watch, isn't she?" Sweetie Belle whispered into his ear.

"Uh… huh…" Spike could only smile and nod dumbly as Sweetie Belle's coils started caressing and massaging his body, never letting him tear his gaze away from the alluring sight of her elder sister, who continued to sway and twirl like a professional belly-dancer. "P… pretty… pluh-pleasure…"

The fashionista then did some erotic hip bumps and twirled her hips in a circular pattern as she carefully pulled off her thong, allowing her legs to slowly fuse and morph into a long snake tail. As her sensational dance continued, she let the young dragon catch a glimpse of her spirals, her coils then started twirling around her body and briefly obscured her eyes before he could get a good look at them, prompting him to lean forward in curiosity.

''Are you enjoying the show, Spikey-Wikey?'' She asked in an alluring tone, swaying her body back and forth as she began to close the distance between them, moving closer with every hip-sway while Sweetie Belle carefully moved his seat of coils closer.

"...I... yes... I love it…" He whispered, her very presence making him feel happy and blissfully calm, his gaze still enraptured by her every exotic move, he felt himself drift deeper into a daze the more he watched, her graceful movements too utterly mesmerizing to ignore. "...it's so… so beautiful…"

"Well then… why don't you take a closer look…?" Sweetie Belle whispered into his ear, carefully nudging his head forwards

"Cl-closer…?" The Dragon repeated in a daze, absolutely spellbound by the display before him. The Lamia's movements were utterly entrancing, every motion perfectly choreographed to draw his attention, with Rarity even giving him another glimpse of her spirals, drawing his gaze to her alluring eyes. "Y-Yes… closer…" He sighed as he found himself drifting through the air towards her perfect form, though in reality, Sweetie Belle was just moving him closer.

"Very good Spikey~, it feels good to be an obedient little Dragon, doesn't it?" She cooed, shaking her hips in a hypnotic rhythm, gently swaying in time to the beat of the music. Then, just as Spike got close enough, Her dark pupils shrank as bright, entrancing colors began to blossom out from the center. First green, then blue, then yellow, then green again, the cycle looping over and over before his very eyes. "Now then…" She began as she slithered closer, still dancing to her heart's content yet keeping her spiraling eyes in full view for Spike. "Just into our eyesss~"

"...and let yourself be hypnotized~" Sweetie Belle finished, licking his ear playfully sending shivers down his spine. Spike could feel their words seeping into his thoughts, his vulnerable mind sinking deep into the spirals. His eyes remained locked on Rarity's, never wanting to look away, the spirals were just so beautiful that Spike _had_ to keep looking at them, it was unexplainable and incomprehensible, yet utterly fascinating to see.

The Dragon could do nothing but stare as the spirals dragged his mind deeper and deeper into their embrace, he had gone from being entranced by the sight of her dance to being seduced by her eyes. "L-look… eyes… be… hip… hypno… oohhh…" Spike could feel his mind fading away, the longer he looked, the harder it became for him to think of anything else, the colors filling his vision until nothing else seemed to matter. It was as if the colors were consuming his entire being, washing away everything, and leaving only feelings of blissful relaxation.

"It's time to submit, Spikey-Wikey~, you know you want to~" The sisters spoke in unison, almost as if they were singing. "Time to become one of us~, to embrace never-ending bliss and pleasure~"

"S-sah-submit…?" Spike managed to gasp out as he felt his body growing sluggish and heavy, his mouth was now agape as his arms limply fell to his sides. "One… one of… of…" He didn't even have enough mental strength to finish as his pupils began to shrink and colorful spirals began slowly flowing through his eyes. Soon he started to nod off as his eyelids started to feel heavy, another wave of spirals washed over him, weighing his eyelids down over his eyes and he desperately tried to keep them open, if only so Rarity could continue pouring more spirals into his waiting eyes...

"Look at him, trying so hard to stay trapped in your gaze~" Sweetie Belle giggled in amusement, watching as Spike's eyelids twitched and struggled in a strained effort to keep his gaze on Rarity's eyes as he slowly but surely approached the point of no return. "I think this obedient little Dragon deserves a reward~. Don't you big sis~?"

"Oh, I agree~..." The fashionistas chuckled with a leering grin, having ended her belly-dance in favor of gently and slowly weaving her head from side to side, Spike having no choice but to follow her beautiful eyes wherever they led him, bobbing his head back and forth just to keep up. "...and I have the perfect reward in mind~"

Then in one swift movement, Rarity closed the distance separating the two and kissed him, her tongue eagerly yet elegantly wrapping around his own, guiding it out of his mouth and into her own as she made out with him.

For Spike, the whole world had just dissolved away, leaving him just alone with his beloved Rarity, free of the world around them as he melted into her gentle embrace, his own eyes had gone wide in shock as they drank in more and more of the spirals.

_'Yes… just a little further…'_ Sweetie Belle thought, licking her lips as she watched his hard cock slowly erupted from his slit, a clear signal that she was on the verge of complete surrender, both mentally and physically. Not wanting to be left out, she decided to assist pushing him to the edge in her own way. She carefully coiled her tail around his shaft and slowly began to stroke up and down. "That's it Spike, Embrace the ecstasy~" She whispered seductively, the poor Dragon couldn't help but throw his head back and moan in pleasure before Rarity already pulled him back in for another kiss, his hips reacted instinctively as he thrust forward and his cock sprang out, fully erect.

Giggling a little at her little sister's perverse actions, Rarity extended her fangs as he pulled more of Spike's long tongue into her mouth. As Dragons were known for their tougher-than-Diamond-scales, she knew simply biting him was out of the question, but even Dragons had their special soft spots... and his tongue was one of them.

Wrapping her hooves around Spike's back, she brought him in for an even deeper kiss before sinking her fangs into his tongue, injecting the venom right into his body. The Dragon's eyes rolled to the back of his head as he felt the venom spreading through his veins.

"Relish in the intoxication~" Sweetie Belle continued as she glided her soft and sensual coils up and down Spike's pulsing cock, enjoying the feeling of it throbbing between her coils as she stroked him up and down. "And give in… to your ...love~"

_*PING*_

And just like that, there was no reason to do anything but submit now, to trust the beautiful mares before him and to let himself fall deeper under their spell as they pleasured him. He was simply drifting into a pleasant haze of blissful sensations, safe and sound in their presence, happy and obedient in their embrace, right where he belonged.

It all felt so perfect...

"I'd say he enjoyed that _immensely~_" Sweetie Belle smirked, chuckling at his smiling face, his mind now filled with nothing but euphoric bliss yet eager to obey. "Why, he's basically throbbing." She remarked, slowly and teasingly tracing her the tip of her tail up and down the length of his shaft.

"Oh my~ I never expected him to be this big~!" Rarity smirked, eyeing his growing erection as her little sister uncoiled it, leaning down and tantalizingly brushing her lips against the tip of his shaft. "...and it would be so cruel of me to leave you... _unsatisfied_." She added as her horn started to glow, an aura appearing around Spike's balls as she began gently fondling and caressing them. "Let's fix that, shall we?" Licking her lips again, Rarity wrapped her tongue around his shaft, her aura still squeezing Spike's balls while she slowly ran her tongue all the way down his shaft and back up again, kissing and licking around the tip before wrapping her hot wet lips around it.

"Oooohhh! Rah-Rarity!" Spike moaned louder than ever before the moment his cock slipped into her mouth, he could feel her lips close around his shaft and her tongue beginning to work on his head as she pulled him out of Sweetie Belle's coils and into her own.

"Have fun you two~!" Sweetie Belle giggled as she slithered out of the room, carefully closing the door behind her as she decided to go check on Apple Bloom, figuring she could use some "stress relief".

That, and Rarity had always had a soft spot for Spike, she could handle this one alone.

Spike, moaning softly, felt his legs tingling with an unknown sensation as they began to glow a deep green aura and merged with his tail, which slowly started growing into a bigger and thicker serpent tail that instinctively wrapped itself around Rarity's waist. Unlike the ponies before him, Spike's transformation progress was much quicker due to his species already being closer to that of a Reptile.

Rarity took notice of this and continued sucking on his throbbing cock, bobbing her up and down his shaft. Soon Spike couldn't stop himself any longer and attempted to grab her head as he started thrusting his hips… only for Rarity to suddenly stop sucking.

"B-Buh.. but-" Spike tried to speak as more of his tail quickly coiled around her, the entranced Dragon desperately craving the sweet release the Lamia was denying him...

However, Rarity simply placed a hoof on his lip, silencing him as she used her tail tip to gently stroke his aching manhood as she positioned it right above her glistening wet pussy. "Now then, my little Dragon…" She began, shivering with anticipation. "...it's time to take you inside of me~."

Not wasting a second, Spike thrust his cock into her pussy, slipping right inside her well-lubricated pussy, Rarity shuddered in pleasure as he started thrusting his hips rapidly, his mind only focused on giving his Mistress the pleasure she desired.

"MmmHmm~ yesss, that's it~!" She gasped in pleasure as she said on her back on her own bed of coils, somewhat surprised by just how amazing he felt inside her. A rush of excitement swept over her as she felt Spike's cock begin to throb inside her as the Dragon's coils tightened around her own, soon his thrusts grew slower yet stronger… meaning his climax was very close. "That's it Spikey! Let it all out, cum inside me like the _beast_ you are, she gasped out.

Soon the Dragon felt the pressure growing in his balls and realized that he was coming closer to blowing his load. He grabbed her head and began thrusting even faster, just reaching the edge. "I can't… c-can't hold it..." Spike groaned as his cock throbbed, knowing he'd reached his limit. "R-RARITY! I'm CUMMING!" He shouted as he wrapped his arms around her, hugging her tightly as he came. With one final thrust, he fired his hot, sticky cum into his mistress while letting out a loud pleasure-filled moan.

"OH SPIKEY~!" Rarity gasped, her own body tensing up with anticipation as a powerful climax unlike any other surged throughout her entire body, waves of sweet pleasure racked her body and mind, sending spasms through her coils as they tightened around Spike's. "OHHHHHH YESSS~!" She moaned out as her own juices coated Spike's waist.

Spike himself felt his cock spasming and firing load after load while the Lamia's slit constricted around his cock, his body convulsing even as he began to calm, firing several shots of his hot, sticky seed into his mistress's pussy.

"MmmHmhmhm~ that was divine~" Rarity cooed happily, her body coils wrapping around the two as they both basked in the afterglow. "You and I are going to be enjoying each other a lot more once our Queen rises to power…"

Spike could barely hear the last words as he felt himself slipping into blissful slumber. Rarity's coils cradled the young drake as he faded deeper and deeper, he felt the world slipping away as the coils hugged him softly, his resistance spent, his eyes drifting closed, and his thoughts only of pleasure and bliss.

"Sleep well, Spikey-Wikey~" Rarity giggled as she gave him an affectionate peck on the cheek.

* * *

Meanwhile, in the spiritual realm, the Lamia Spirit could only smile as she felt the spiritual presence of Fluttershy, Pinkie Pie, Dinky Doo, and Spike. Each of them having fallen under their spell and succumbed to Serpent's embrace.

_**"Yesss… as more embrace my gift, the faster my empire shall rise…"**_ She smirked as she turned her attention to the library. Her next target was a Princess, and she had a _special _method in mind for her…

_**"Sssoon all shall bow before me once more…"**_

* * *

**Author's Note:**

**This chapter was made possible and seen earlier on **_**September 10th 2020 **_**by my generous supporters on Patron, and Gumroad.**

**The next Chapter will be the grande finale!**


	6. Rebirth of the Queen

The next day, Nadira's followers had gathered together in a more secluded room in Rarity's Boutique. As the Spirit manifested once more, she was greeted by the sight of her growing band of loyalists.

Sweetie Belle and Apple Bloom (who was once more wearing her necklace) were coiled around each other as they rested in each other's embrace on one of her couches.

Rainbow Dash and Applejack were making out with each other on another, slightly bigger couch.

Pinkie was giggling to herself as she shifted to and from her normal and Lamia forms over and over. "Tail goes in, tail comes out, tail goes in, tail comes out…"

Rarity was seemingly in the middle of designing what appeared to be a type of dress specifically tailored for Lamia.

"Do you have to focus on that right now, sis?" Sweetie asked as she eyed her work.

"I am simply thinking ahead, my dear." Rarity replied without looking up from her notepad. "After all, more and more ponies will become Lamia in order to restore our Empire. So, naturally I must prepare attire that fits our anatomy…" The Fashionista explained before turning her attention to the Spirit. "Speaking of which… my Queen, how often do Lamia shed?"

The Spirit thought for a moment. _**"Once a year."**_

"Thank you!" She smiled before turning her attention back to her notepad.

Nadira simply turned her attention to the last of her followers. Fluttershy seemed to have bonded with Scootaloo over their shared love of being coiled and swallowed. Currently, she had coiled the young Pegasus up to her shoulders and was lifting her towards her gaping maw...

_**"I'm afraid that will have to wait, Fluttershy. We must all be well-prepared for tonight."**_ The Spirit interrupted, causing her to immediately uncoil the young Pegasus, much to her frustration. _**"I have chosen a host powerful enough for me to fuse my very soul with, a Princess no less. And to do so, I must merge with her within her very mind..."**_

"Uh… what about Twilight herself?" Fluttershy asked hesitantly. "...her spirit, I mean."

_**"You need not worry, my beloved servant. When I possess her, our very souls will merge into one, our very memories and personalities will be fused into a singular individual."**_ The Spirit reassured her in a soothing tone. _**"I would not be so cruel as to rob you of your dearest friend… wait, where is the Dragon?"**_

"Spike's back at home getting dinner ready for Twilight." Pinkie explained as she shifted back into her Pony form. "I made sure he had the strongest sleeping powder I could find. That way we don't accidentally wake her when we pull this off."

Nadira gave the Party Pony a nod of approval before Apple Bloom approached her. "Uh, yer Majesty? What about Princess Luna? If yah try to possess Twilight through her dreams, won't she take notice?"

_**"My magic is a very unique kind, my dear," **_Nadira explained. _**"As long as it influences you, flows through your very body, no one can truly enter your dreams unless I will it."**_

Apple Bloom seemed skeptical of this claim. However, she quickly reminded herself that the first time she encountered her in her own dreams, there was no such interruption from the Princess of the Night.

With her plan in mind and her followers ready to carry out her will, Nadira swiftly floated back into the necklace as it began to glow. _**"Rejoice, my loyal followers. For tonight shall be the night of my rebirth."**_

* * *

Millions of sparkling stars and Luna's full moon brightened the late-night sky as Spike carefully opened the door to Twilight's bedroom. The Princess had practically collapsed after dinner, barely able to keep her eyes open as she teleported to her room. Proud that his cooking was good enough to mask the taste of the sleeping powder, Spike hurried down the stairs and opened the front door.

The Crusaders, followed by their siblings, Pinkie Pie, and Fluttershy, quickly hurried inside, not wanting to draw any attention to themselves this late at night. "Okay, she just passed out upstairs," Spike explained as he locked the door while Fluttershy and Rainbow proceeded to close the windows as well as the curtains, just in case. "I made sure that she ingested enough sleeping power to keep her out for several hours."

"Very good work, Spike." Rarity smiled, kissing him on the cheek.

As they made their way upstairs, the Spirit smiled as she saw the Princess sleeping soundly in her bed, completely unaware of what fate was about to befall her. Using her magic, Rarity carefully lifted her head off her pillow as Apple Bloom took off her necklace and slid it onto the sleeping Alicorn.

_**"And so it begins..."**_ Nadira whispered as her eyes began to glow. She proceeded to concentrate as she entered Twilight's body through her necklace. Her first task would be to locate Twilight within her dreams and seduce her mind into accepting Nadira's Spirit into her own.

It was going to be quite the undertaking, but Apple Bloom had complete faith in her Queen's abilities.

She would do her part, and they would do theirs...

* * *

Deep within the depths of Twilight's subconscious, the Princess of Friendship was in a pleasant dream, happily reading one of her favorite books under a moonlit sky.

She appeared to be in what looked like the combination of a library and some sort of oasis. Towering trees aligned with numerous bookshelves reaching tremendous heights, waterfalls that lead to a purple lake with her resting on a small island in the middle, and her bed was a massive yet soft azure flower.

She sighed contently as she turned the page, spreading her wings as she continued to read...

_**"...wiligh…"**_

The Alicorn raised her head, looking around in confusion. There was nopony besides her in the area… and yet she could've sworn she'd heard somepony whisper her name...

_**"...Twi...ight…"**_

There it was again. "...is... is somepony there?" She called out as she looked around once more, trying to pinpoint the source of the voice. "Hello?" She called out. Sadly, she couldn't place the direction from which it had originated, as if it came and disappeared with the wind.

As she started to wonder if she was truly alone here or just being paranoid, a cool breeze blew past her, making some of the pages of her book wave like a flag.

_**"...ilight… com…"**_

Suddenly, several of the pages flew out of the book itself. They swirled around Twilight before flying off in the direction that the wind blew. However before they vanished from sight they seemed to stop and circle and place, swimming through the air as if beckoning Twilight to follow them.

"Well, _that_ was strange, but then again... this is a dream… so pretty much anything could happen…" Twilight mused to herself as she glanced back at her book, only for another breeze to blow more pages out of it. Those pages mimicked the same motions as the previous ones, but this time accompanied by the very voice that had called out to her

_**"Twilight… come… to me…"**_ The voice softly called to her, a surreal feeling sending shivers through her very body.

Soon, Twilight found herself following the flying pages deeper into the library.

She had to find the source of the voice… she _needed_ to...

* * *

Back in the waking world, the Laima surrounding her watched as the necklace began to glow brighter.

Now was their time, while their Queen possessed Twilight from within, they would assist their Queen by pleasuring Twilight's physical form in order to weaken the gateway to her "true" self.

Carefully surrounding her, they extended their fangs and slowly sank the sharpened daggers into her, piercing her skin, yet only giving her a brief moment of pain.

Rarity bit into the left side of her neck while Sweetie Belle sank her fangs into the right side. Pinkie Pie, Applejack, and Apple Bloom bit into her right forelegs, while Fluttershy, Rainbow Dash, and Scootaloo bit the left forelegs.

As he pulled away he felt a large bite mark

Twilight moaned as the venom swiftly spread through her body...

* * *

Within her dream, Twilight continued to follow the floating pages through the seemingly endless library. Going through various twists and turns, trying to keep up through each split path, they went left, right, left again, down a flight of stairs, right again, left once more, down another staircase, and straight down the middle of a three-way path...

While she followed, the Alicorn noticed that some sort of mist had begun enveloping the library. It was thin enough to see through at first. However, as she followed the fluttering pages deeper and deeper, it became thicker and much harder to make out her surroundings.

Suddenly, Twilight felt an odd sense of dizziness hit her, causing her to sway to the side before grabbing onto one of the shelves for support, only to notice the shelf she'd grabbed seemed to feel more… _scaley_?

"What the…?" She turned around and immediately furrowed her brow. The path she'd taken to get this far was gone, replaced by another bookshelf… That shelf now resembled… Snake coils? "Where am I...?" She asked herself, looking around in an attempt to properly find a way to escape. Although flying wasn't an option, given that her location now seemed to be a cave of some sort...

_**"...come… Twilight…"**_

Her eyes widened when she heard that whisper again, echoing throughout the cave, calling out for her…

_**"...come… closer…"**_

Without a single word, Twilight ran through the tunnels, following the source of the voice. However, unlike before, the mist wasn't that thick and there was only one path…

She was getting closer. She just knew it!

Then, just as she turned left and exited another tunnel, the mist finally cleared… and Twilight realized she was no longer in the cave/library, but instead some sort of temple. She had entered a large circular room with several torches lit with green flames. The walls were made of stone and were aligned with several carvings that depicted normal ponies bowing down to some sort of half-snake, half-pony creature wearing a necklace.

"What... is this place?" She wondered out loud as she looked around, not noticing there were no exits...

As she approached the center of the room, she found herself at the edge of a pit with a stairway leading down into a deep basin. However, instead of water, it seemed to be filled with… something else.

Twilight squinted as she tried to make out exactly what she was looking at… and froze when she finally realized what it truly was:

_Snakes._ The whole pit was filled with Snakes of various sizes, some only as thick as her horn while others were even thicker than her waist. Their bodies overlapping and intertwining with one another to the point where their mass obscured the bottom of the pit itself.

Twilight could only gasp in shock as she saw various heads slithering in and out of the writhing mass before her. Her first instinct was to turn away and leave this room, but for some inexplicable reason, she couldn't bring herself to look away...

"Wha… what's... going on...?" Twilight mumbled as another dizzying spell hit her. She tried to shake the feeling off, but her body refused to respond. It was as if the only action she could follow through with was gazing at the basin full of countless Snakes.

_**"It's so enticing… isn't it…?"**_ The voice asked in a more alluring tone. _**"Their exotic movements… their smooth, slender bodies…"**_

And indeed it was, their constant motions, winding and gliding over each other in a chaotic pattern. The sight of the various scales rubbing against each other in a rhythmic and almost hypnotic motion was mesmerizing to behold. Twilight herself felt spellbound and hypnotized by their sheer movements alone...

And the very idea of her body being engulfed by all of these Serpents… just the thought made her skin tingle.

_**"You know what you desire… why fight it any longer…?"**_ the voice whispered as several of the Serpent's tails emerged from the slithering mass and extended towards her. They then started making curling waving gestures, beckoning her to come closer. _**"Come in…come to us… join us…"**_

As if she were bewitched, Twilight began walking towards the pit, the growing influence of both the venom and the voice clouding her mind. Despite not knowing what was lurking down there, she knew that it was calling to her… she had to answer, she had to-

_'Wait… this… this isn't right…'_ she thought, stopping just as she reached the stairs. _'Who… who is calling me…? Why am I listening to her…? Why... am I here? Why-'_

However, just as she took a step back, the voice whispered into her mind once more. _**"Shhh… don't be afraid…"**_ it said as one of the tails slithered towards her and wrapped itself around her right foreleg. The touch sent a shiver down her spine. The smooth and warm feeling of the scales enticed her as the tail gently lifted her foreleg and guided her down the stairs into the pit.

_**"Just relax… let go of your fears…"**_

Another tail extended outwards and wrapped itself around her waist, quickly forming a second loop upwards, and then a third, pinning her wings to her sides.

_**"...you belong with me…"**_

A third tail then draped itself across her shoulders before circling her neck like a collar. The tip then started stroking her mane lovingly, sending waves of relaxation through her body.

_**"...you must come to me…"**_

"…must… come to… you…" Twilight repeated obediently as her mesmerized body stepped into the pool of coils. Her fear was replaced with relaxation and lust as her worried expression morphed into a dreamy smile…

* * *

Back in the waking world, the Lamia ponies watched as the amulet around her neck continued to glow. Its lime-green aura slowly spread across the Alicorn's body as she writhed in pleasure under the covers.

"You dream of our Queen, Twilight..." Rarity whispered, her eyes glowing with lust.

"Mmm… oooh yes..." She whispered as the Fashionista began to caress her mane.

"She has chosen you…" Fluttershy cooed as she moved her head towards Twilight's neck and began to nuzzle her. "...and now you must come to her…"

"You must accept your destiny..." Pinkie whispered into her ears as she and Rainbow Dash's coils slithered under the covers, carefully wrapping around her body from her waist upwards. "...and join her..."

"Yes…" Twilight sighed in ecstasy. Even though she was asleep, the Alicorn's dreams soon became plagued with erotic visions. Her body writhed in pleasure as she moaned and groaned, almost desperate to feel the embrace of her Queen's coils. "...join... my Queen…"

Seeing this as a chance to strengthen his Queen's influence, Spike snuck between her legs, giving her clit a soft kiss. Twilight giggled a little as she opened her legs wider for him. Spike then pushed his long tongue into her moist opening before biting down just above her pussy, forcing a little more venom into her body.

"Aha… ahn!" Twilight cried out at the sudden jolt of pleasure she felt, enjoying the feeling of both the bite and ever-thickening, rising coils climbing around her body. A tiny little moan escaped her lips as the almost-finished cocoon of coils squeezed a little tighter...

* * *

Back within her dream, Twilight let out a content and relaxed sigh as she felt the Snake tail around her neck caress her cheek. _**"That's it, my Princess… as long as you just relax, you will be granted the most pleasurable and amazing experience of your life."**_ The voice cooed as Twilight entered the pool of coils and the heads of various Serpents began to rise around her.

However, instead of being scared, she simply welcomed them with open hooves. Accepting her invitation, various Snakes began to stroke, caress, lick, and coil around every part of her body, bringing her to new heights of pleasure in the form of a nice, erotic yet soothing massage.

She felt the coil around her right foreleg suddenly let go… only to feel a moist and warm tightness spread over it…

Soon her left foreleg was enveloped in the same warm, moist tightness, and then her rear forelegs soon joined them. Soon the tightness started to climb higher and higher from her hooves, engulfing her legs, her elbows… and finally stopped at her shoulders. It was then that Twilight realized that all four of her limbs had been swallowed up by the Serpents, and yet not once did she feel any fear. The constricting waves of pressure sent her into a lustful, ecstatic trance.

_**"Do you see, now?"**_ the voice asked after the fourth loop was added to the coils wrapped around her waist and wings. The tail-tip now slithered around her chest. _**"...don't deny how lovely this feels..."**_

"Mmm… yesss…" Twilight moaned as the soft, alluring scales around her neck started to wrap upwards. She then felt herself being lifted into the air, relaxing in the coils embrace as they massaged her with tight, rhythmic squeezes. Her senses were clouded, further as she enjoyed the experience. "F-feels… gooood…"

_**"There we go… you love being all wrapped up in my coils… don't you?"**_ The voice hissed in pure delight as more of the Snakes coiled around her. The cool, smooth feel of their scales combined with their size, weight, and power to weigh down her mental resistance. _**"Just relax into the soothing embrace of my coils... listen to my enchanting voice... it's all you want… it's you need…"**_ The voice commanded in a slightly more dominant tone.

"...all I want… all… I need…" She repeated with an obedient nod. Another tail slithered up past her shoulders, stopping once it reached the one already wrapping around her neck. Each of the coils then gave her half-cocooned body a little squeeze, earning an orgasmic moan from the Alicorn as she felt a rather thick coil smoothly rub up between her thighs. _'Oooohhh, yes… w-why was I resisting again? This… this feels wonderful…'_ Twilight thought to herself, now in complete bliss as she ground her hips into the thick coil between her thighs, her mind becoming putty in Nadira's grasp.

_**"Yesss… open your mind…"**_

The voice continued as many smaller tails emerged from the pit and the thick coil removed itself from between her thighs. Then, as the smaller tails slithered towards her, the two snakes holding her rear forelegs quickly spread her legs apart. Twilight offered no resistance, practically inviting the various tails to pleasure her. _**"...let my essence… enter you..."**_

The Alicorn gasped, letting out a pleasure-filled moan as the tails penetrated her. "OH! Ohhhh, yes, yes!" she screamed as she arched back, trying not to pass out as they entered her. One by one, more and more snake tails gradually forced their way into her pussy, stretching out her marehood.

_**"Good mare… embrace it. Accept it…"**_

The massive coil she had just been grinding against now hovered just above her pussy. Seemingly not caring for the number of tails already inside her marehood, it forcefully rammed itself inside her. "OOOOHHH, SWEET CELESTIA!" Twilight hollered out in joy, feeling an immense mixture of pain and pleasure. Her belly bulged in and out as the huge tails pistoned themselves inside her while the smaller tails fought for space.

The massive snake tail didn't stop there. However, as it continued violating Twilight, each of its thrusts only served to force itself deeper inside her. The Alicorn's body started convulsing and thrashing around in a mixture of pain and involuntary pleasure as she felt the massive tail pierced through her inner brief reminder that this was all a dream gave Twilight a small bit of comfort as her body somehow became elastic enough for the appendage to force itself further through her.

"Aha-pl-please-ooohh-m-more! More-ah! Mo-HRGKK!" Twilight suddenly started choking and gagging. A _very_ noticeable bulge appeared as the tail forced itself up her throat. Tears of pain and joy erupted from her eyes as her entire body seized up, almost completely paralyzed. Had this not been a dream, Twilight was sure she would've fainted from exhaustion.

And yet, strangely, she never wanted it to end.

_**"You're almost ready, my vessel…"**_

With one final push, the tip of the tentacle slowly emerged from her mouth. Twilight's mind went blank for a few seconds as her senses were overwhelmed with the excruciating sensation that no normal mare could ever hope to experience. The tail stretched more of itself out before the tip towards her and caressed cheek, somewhat calming her down as her body relaxed in the coils embrace once more.

_**"...good Twilight... let it all in…"**_

As the voice spoke, the coils rotated her body carefully so that she was gazing down at the pit of Serpents. However, she noticed that the slithering mass of Snakes had begun working in unison with one another. They were no longer a chaotic mass of coils, but rather, a properly formed pattern that slowly began to take a more recognizable shape. Suddenly, the green flames from the torches seemed to waft through the air and into the pit itself, taking the form of two circular glowing orbs…

That's when it hit her. It was a face. The coils had formed the very face of the voice that had called out to her. Each of the Snakes that had swallowed her forelegs, as well as the tails that had coiled up her body or forced themselves into her pussy, all of them came from within her gaping maw, which seemed to lead even deeper into the basin.

_**"You are at the very edge of our unification, Twilight... so close to becoming a part of something wonderful… something powerful…"**_ Nadira explained, unhindered by the numerous snakes coming out of her mouth. _**"As such, your final moments of pleasure shall begin…"**_

The coils holding Twilight then shifted so that her rear was raised high. She felt the massive tail impaling her begin sliding back and forth inside, earning muffled moans of pleasure from the Alicorn.

From within the depths of her mouth, two serpents slithered up towards her. They coiled around each other before hovering just above her flank. Then, with a single lunge, the two Serpents forced themselves inside her, just as the massive tail had. Twilight let out a muffled squeal as she felt them both wriggling their way into her anal passage.

Gradually, more and more Snakes emerged from Nadira's mouth and joined in, squeezing themselves around her as she squirmed in delight. Two smaller Snakes in particular slithered between her thighs, opened their mouths, and started licking and sucking her breasts. Twilight could only squeal and whimper in response. Her body convulsed violently as she felt her entire body being squeezed, caressed, licked, sucked, and fucked relentlessly.

The poor Alicorn could barely hold herself together as her climax built , her body stiffened as she felt her marehood and anus squeeze around the tails penetrating her as she finally came. Her body was rocked by the most intense orgasm of her life as she sprayed her love juices all over the coils before going completely limp in their embrace...

_**"And now, the grand finale…"**_

From within Nadira's maw emerged the head of a massive Serpent, it's body just as big as the tail that had already penetrated Twilight. As it slithered up towards her, it opened its mouth wide, with tongue extending out towards her. Then, the tail that had erupted from Twilight's mouth began stretching down towards it, wrapping itself around its forked tongue as the snake guided the tail into its mouth, swallowing it with ease. As it continued to swallow the tail and climb upwards towards Twilight, the Alicorn felt herself blissfully await the moment where it swallowed _her_ as well…

Except it never came.

The moment the Snake reached her face, instead of consuming her along with the tail, it forced itself down her throat! It continued to feed on only the tail itself...

Then, all of a sudden, Nadira's 'eyes' began softly glowing in a hypnotic light, flashing different colors in random patterns. With the Alicorn's mental defenses all but shattered by this point, her eyes immediately became glued to the giant glowing orbs before her. She fell deeper and deeper under Nadira's power, unable to even think straight as she gazed into her eyes.

_**"Yes… Twilight… relax, let my voice guide you... let my essence enter you, empower you..."**_ Nadira cooed as an aura of lime-green magic traveled along the two massive Snakes that had entered her body, swiftly engulfing and entering Twilight's body. _**"There's no need to resist… relax and try to open your mind to me..."**_ she whispered into the mare's mind as her eyes glowed a bit brighter.

_'Ye-Yes… relax…'_ Twilight parrotted as she moaned softly, her own eyes still fixed on the serpant's. _'Open… mind…'_ she mentally repeated as she slowly felt more of Nadira's influence seeping into her mind and altering her psyche.

Soon, the Snakes engulfing her body slowly lowered her down into the Lamia Queen's maw. Gradually, any and all morality and resistance within Twilight's mind was rejected. _**"Now, the time has come… you and I shall join together… and become one…"**_ she stated as she closed her mouth and swallowed Twilight, letting the mare slide down her spacious throat as the spell neared its completion.

Twilight gasped as she felt Nadira's mind forced into her own. Everything she had been, everything she was, it was all being altered and fused with something new. _**"You can feel it, can't you? Our memories, our experiences, and our very souls. Soon, they will be one, and we will be reborn as a new being… together." **_she stated contentedly as Twilight began to pant heavily. The mare's trance prevented her from interpreting anything that was happening as a negative experience, allowing the Alicorn to accept her new mind much more eagerly and happily.

_'Y-Yes my Queen…'_ Twilight pledged faithfully as every last part of her mind was filled with new memories. Her thoughts, ideals, desires, and needs; everything that was a part of her mind was now being altered and intertwined with Nadira's being. Her ancient spells, knowledge, and years of experience. All of it was fused with Twilight. _'Both of us… together… as one…'_

_**"Very good. Now then, let's reshape our body into something more… appealing, shall we?"**_

* * *

Back in the waking world, the Lamia all watched in astonishment as Twilight suddenly levitated out of their coils, off the bed, and into the air. The Alicorn's horn glowed in unison with the necklace as a cyclone of lavender and green magic swirled around her.

"Uh, is that supposed tah happen!?" Applejack asked as she backed away from the spiraling maelstrom of magic.

"That just means it's working, darling!" Rarity cheered as she witnessed the powerful display before her. "Twilight's body has accepted her spirit entirely. The fusion is almost done!"

As Twilight's body continued to glow, her hind legs began merging together like her friends' did before her. The new shape elongated into a Snake's body that stretched about eight feet beneath her, covered with shiny deep purple scales with a light pink underbelly and a star pattern that resembled her Cutie Mark.

Twilight'supper half soon underwent a few changes as well. Her forelegs became slightly longer, as did her neck and wings. Her coat became a deeper hue of lavender. And her mane grew longer to the point where it reached her waist and now resembled that of a Cobra's hood. Lastly, her eyes became slitted and deep pink in color.

**"We… are… ONE!"**

With that proclamation, the new being floated back to her bed, now bearing the appearance of the true Queen of Serpents.

**"It… it is **done… "I can feel it all within me, our knowledge, our memories… all of it…" hissed the Queen in her new voice. She sounded like Twilight, yet she spoke with an air of superiority and seductiveness, not unlike Nadira.

"Whoa" the Crusaders and Spike exclaimed.

"My goodness," Fluttershy and Applejack whispered.

"Ooohh~," Pinkie cooed as she licked her lips, eyeing this new body with perverse interest. "Pinkie likey~"

"She's… gorgeous!" Rarity smiled and fanned herself as her cheeks went red. "She can swallow me _any day_!"

"Dang, Twi~!" Rainbow Dash whistled as she flew around her friend. "You. Look. _Awesome_! I mean, it _is_ you in there, right?" she asked, stopping in front of *Twilight's* face.

"Mostly yes, Dash." Twilight smiled as she hugged her follower-no, her _friend,_ while everyone slowly approached her. "I mean, I do remember everything we've been through together… but, I also have all of Queen Nadira's memories," she explained as she slithered off the bed. "But it's more than that. I feel like I've… _experienced everything_…" She smiled fondly at these memories as she slowly shifted back into her Pony form, which was now slightly taller than the rest of her friends. "...my first shedding, the first spells I've ever cast, the many potions I've created, the first time I converted another Pony, that cute Earth Pony I took as my mate, and that handsome Pegasus from the Crystal Empire..."

"Uh, Twi? Focus girl…" Rarity chimed in while the Pinkie snickered.

"MmmHmHmHm~ those well-toned flanks~" Twilight purred as she licked her lips with her forked tongue, only to shake her head as she turned her attention back to her friends. "A-anyway… we need to start focusing on more pressing issues. The restoration of our Empire… and _your_ reward~" She shifted back into her Lamia form and slithered towards Apple Bloom.

"M-me? Really?" the filly stammered.

"Of course, my dear. After all, you've been such a good servant." Twilight bent down and gave the filly a gentle peck on her forehead. "You were the one who found and freed Nadira. Because of you, we were able to take our first steps towards restoring our Empire."

Apple Bloom could only blush as she felt her Queen's tail gently caressing her cheek. Her elder sister smiled with pride as Twilight circled around her. "And for that, Apple Bloom…" Twilight slithered closer towards her. "I will turn you into a Royal Lamia, just like me, one with more advanced inner magic. And I shall train you so that you will be able to rule over your own tribe… once our influence has been properly spread…"

"Alright!" Sweetie Belle cheered as she bounced around Rarity.

"Good on ya, Bloom!" Scootaloo shouted.

"A-Ah… Ah'm honored, yer majesty…" Apple Bloom said with a respectful bow. "Thank ya so mu-mmmphh…" Before she could speak another word, Twilight bent down and kissed her. Feeling a strong sense of deja vu, Apple Bloom sighed as she allowed herself to practically melt into her embrace.

The entire group watched as Twilight's tongue slid into Apple Bloom's mouth, coiling around her own like the serpent she was. "Now then, it is time for you to undergo a new journey…" Queen Twilight broke the kiss and began to unhinge her jaw. "Now then… enter my mouth… enter your _destiny_…"

The hot breath against the Filly's face sent shivers down her spine as she felt Twilight's coils wrap around her waist, just tight enough to lift her towards Twilight's widened and loosened mouth. The Lamia clamped her jaws down over the filly's hooves, quickly swallowing her up to her hips. Apple Bloom couldn't help but moan in blissful pleasure as she felt the tight, wet muscles of her throat pressing down around her body. "Oooohhh… mah… mah Queen-aahhn!" Apple Bloom gasped as she felt Twilight's long tongue caress her pussy, causing her to grind her hips while she was halfway inside her mouth.

Suddenly, Apple Bloom felt a pair of lips pressing against her own and opened her eyes to see her lover, Sweetie Belle, being held over her by Rarity's aura. Apple Bloom moaned into the kiss right before an intense rush of pleasure shot right through her body as Twilight's tongue dug deeper. She writhed in ecstasy as her back arched, an explosion of pleasure rocking her body as she came. Right as Twilight gulped her down, her tongue gave her face a playful lick before swallowing her head as well.

"Sweet dreams, love~" Sweetie Belle giggled, giving her a wink.

"Mmm~ Ah'll dream of ya, Sweetie~" Apple Bloom sighed as she disappeared down Twilight's slimy throat. The filly was now nothing more than a bulge inside Twilight's coils, slowly being pushed down into her stomach.

"Sleep well, Apple Bloom…" Twilight sighed as she hugged the bulge. "Soon, you shall be born anew…" She then turned her attention to her friends, who had blatantly started fondling themselves or making out the moment she started swallowing the filly. "...and as for everyone else, let's get some rest. We have many plans to go over tomorrow…"

* * *

_**Six Months Later...**_

Bonbon ran as fast as she could down through the alleyways of Ponyville. She had to keep running. She _needed_ to keep running…

Something was _very wrong _with Ponyville.

While most didn't pay it any mind, she had spotted a few small changes and how the civilians acted. She couldn't put her hoof on it, but she knew that someone, or something, was making them act this way.

And it was getting worse. Whatever was doing this, it was _smart_.

The moment she picked up on something, some of the civilians would either get a little closer to her when they thought she wasn't looking, or carefully observe her from a distance.

_She was being watched._

She had to take Lyra and get out of town as fast as possible...

* * *

As Bonbon entered her house, she quickly rushed to the kitchen where she found Lyra happily mixing some cake batter. "Oh hey, Bonnie! You're home early-huh?"

A sense of joy soared through her heart as she approached her best friend. "Oh, thank goodness. For a moment, I was afraid they'd gotten to you, too!"

The mint green unicorn tilted her head in confusion. "I'm sorry, but what are you talking about? Is something wrong?"

Bonbon could only bite her lips as looked around, making sure no pony was watching. "I... I know this is a lot to take in, but we need to leave Ponyville as soon as possible. Something is going on here and I don't want you to get hurt…"

Lyra stared at Bonbon for a moment, somewhat confused by her demeanor. However, she carefully placed a hoof on her love's right shoulder and smiled. "Look, I don't know what's going on right now... but I've seen a lot of crazy stuff in this town… so, I'll trust you on this."

"Oh thank you, Lyra!" Bonbon sighed in relief and hugged her. "I promise, I'll tell you everything once we're safely out of town!"

"It's ok…" Lyra whispered as she hugged her back. "I trust you… _Sweetie Drops_."

Bonbon's eyes shot wide open. "W-What did you just-" She trailed off and pulled away from the Unicorn… and froze as she was greeted by the sight of Lyra's spiral-filled eyes, the hypnotic colors grasping onto her mind and shackling it.

Bonbon gasped as she was locked into her gaze, forced to keep gazing deep into her eyes. "P-P-Please… L-Lyra… n-noo…" The Earth Pony whimpered as she tried her hardest to look away, but Lyra immediately held her in place with her magic, rendering her unable to move or resist.

"Don't worry, Bonbon. Our Queen has great plans for you…" The Unicorn smiled as she slowly shifted into her Lamia form and proceeded to enslave her friend in both mind and body. "...we just need to… shift your loyalties…"

''I...I… n-no...'' Bonbon mumbled, a small part of her mind still fighting to hold on to what little free will she had left as best as she could… but she could already tell it was a losing battle. _'I… I failed… it's… t-too late…'_ She felt the bright, beautiful spirals seeping into her mind and overtaking it. Soon, a warm, pleasant numbness spread through her, forcing her body to relax and loosen up. _'...Celestia… p-please... f-forgive me…'_

_*PING*_

And with that final thought, she felt her mind go blank as she smiled happily.

"Now you can join us, and we can be together forever…" Lyra hissed as she unhinged her jaw before levitating the entranced Earth Pony towards her mouth...

* * *

Meanwhile, in a hidden chamber, a beaker containing a mint green liquid started to pulse and glow bright white.

Queen Twilight's horn glowed as she levitated the beaker off of a shelf, uncorked it, and poured its contents into a bowl, causing green flames to erupt from it.

Soon, the ghostly image of Lyra Heartstrings appeared within the fire. "Agent Sweetie Drops has been _neutralized_, my Queen." She smiled, proudly showing off the bulge inside her body.

"Good work… when she is properly transformed, bring her to me. We need to know how many more of Celestia's agents have been stationed throughout the lands…" Queen Twilight started as she gazed at Canterlot in the distance, licking her lips at the thought of the two Alicorn sisters helplessly falling under her spell.

"...and this is only the beginning…"

_**The End**_

* * *

**Author's Note:**

And thus concludes the final chapter of Rise of the Serpent Queen. I hope you all enjoyed this story and I'd like to give a special thanks to the one who commissioned the story (who wishes to remain anonymous).

This chapter was made possible and seen earlier on _November 24th, 2020_ by my generous supporters. If you wish to have a particular story written for you or with to see them early, hit me up via PM!


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